<PAGE>

                                                                    Exhibit 10.1



= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =



                                 SIX FLAGS, INC.


                                    As Issuer



                                       AND


                              THE BANK OF NEW YORK


                                  As Depositary



                                       AND


                    OWNERS AND HOLDERS OF DEPOSITARY RECEIPTS



                                Deposit Agreement



                          Dated as of January 23, 2001



= = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = =

<PAGE>

                                DEPOSIT AGREEMENT

            DEPOSIT AGREEMENT dated as of January 23, 2001 among SIX FLAGS,
INC., incorporated under the laws of Delaware (herein called the "Issuer"), THE
BANK OF NEW YORK, a New York banking corporation (herein called the
"Depositary"), and all Owners and holders from time to time of Depositary
Receipts issued hereunder.

                               W I T N E S S E T H

            WHEREAS, the Issuer desires to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of Shares (as hereinafter defined) of
the Issuer with the Depositary for the purposes set forth in this Deposit
Agreement, for the creation of Depositary Shares representing the Shares so
deposited and for the execution and delivery of Depositary Receipts evidencing
the Depositary Shares; and

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

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


                                    ARTICLE I

                                   DEFINITIONS

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

      SECTION 1.1. DEPOSITARY SHARES.

            The term "Depositary Shares" shall mean the securities representing
the interests in the Deposited Securities and evidenced by the Receipts issued
hereunder. Each Depositary Share shall represent 1/100 of a Share and the same
proportional interest in any and all other securities, property and cash
received by the Depositary in respect thereof and held hereunder, until there
shall occur a change in Deposited Securities covered by Section 4.8 with respect
to which additional Receipts are not executed and delivered, and thereafter
Depositary Shares shall evidence the amount of Shares or Deposited Securities
specified in such Section.

      SECTION 1.2. ARTICLE; SECTION.

            Wherever references are made in this Deposit Agreement to an
"Article" or "Articles" or to a "Section" or "Sections", such references shall
mean an article or

<PAGE>

articles or a section or sections of this Deposit Agreement, unless otherwise
required by the context.

      SECTION 1.3. CERTIFICATE OF DESIGNATION.

            The term "Certificate of Designation" shall mean the Certificate of
Designation dated January 22, 2001 adopted by the Board of Directors of the
Issuer establishing and setting forth the rights, preferences, privileges and
limitations of the Shares, as the same may be amended from time to time in
accordance with the provisions thereof.

      SECTION 1.4. CLOSING PRICE.

            The term "Closing Price" of any security shall mean on any date of
determination (i) the closing sale price (or, if no closing sale price is
reported, the last reported sale price) of such security (regular way) on the
New York Stock Exchange (the "NYSE") on such date, (ii) if such security is not
listed for trading on the NYSE on any such date, as reported in the composite
transactions for the principal United States securities exchange on which such
security is so listed, (iii) if such security is not so listed on a United
States national or regional securities exchange, as reported by the NASDAQ Stock
Market, (iv) if such security is not so reported, the last quoted bid price for
such security in the over-the-counter market as reported by the National
Quotation Bureau or similar organization, or (v) if such security is not so
quoted, the average of the mid-point of the last bid and ask prices for such
security from each of at least three nationally recognized investment banking
firms selected by the Issuer for such purpose.

      SECTION 1.5. COMMISSION.

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

      SECTION 1.6. DEPOSIT AGREEMENT.

            The term "Deposit Agreement" shall mean this Agreement, as the same
may be amended from time to time in accordance with the provisions hereof.

      SECTION 1.7. DEPOSITARY; CORPORATE TRUST OFFICE.

            The term "Depositary" shall mean The Bank of New York, a New York
banking corporation and any successor as depositary hereunder. The term
"Corporate Trust Office", when used with respect to the Depositary, shall mean
the office of the Depositary which at the date of this Agreement is 101 Barclay
Street, New York, New York, 10286.

                                      -2-
<PAGE>

      SECTION 1.8. DEPOSITED SECURITIES.

            The term "Deposited Securities" as of any time shall mean Shares at
such time deposited under this Deposit Agreement and any and all other
securities, property and cash received by the Depositary in respect thereof and
at such time held hereunder.

      SECTION 1.9. ISSUER.

            The term "Issuer" shall mean Six Flags,  Inc.,  incorporated
under the laws of Delaware and its successors.

      SECTION 1.10. OWNER.

            The term "Owner" shall mean the person in whose name a Receipt is
registered on the books of the Depositary maintained for such purpose.

      SECTION 1.11. RECEIPTS.

            The term "Receipts" shall mean the Depositary Receipts issued
hereunder evidencing Depositary Shares.

      SECTION 1.12. REGISTRAR.

            The term "Registrar" shall mean any bank or trust company having an
office in the Borough of Manhattan, The City of New York, which shall be
appointed to register Receipts and transfers of Receipts as herein provided.

      SECTION 1.13. SECURITIES ACT OF 1933.

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

      SECTION 1.14. SHARES.

            The term "Shares" shall mean the Issuer's 71/4% Convertible
Preferred Stock, par value $1.00 per share, heretofore validly issued and
outstanding and fully paid, nonassessable and free of any pre-emptive rights of
the holders of outstanding capital stock of the Issuer or hereafter validly
issued and outstanding and fully paid, nonassessable and free of any pre-emptive
rights of the holders of outstanding capital stock of the Issuer or interim
certificates representing such Shares.

      SECTION 1.15. TRADING DAY.

            The term "Trading Day" shall mean a business day on which the
security, the Closing Price of which is being determined, (i) is not suspended
from trading on any national or regional securities exchange or association or
over-the-counter market at the


                                      -3-
<PAGE>

close of business and (ii) has traded at least once on the national or regional
securities exchange or association or over-the-counter market that is the
primary market for the trading of such security.


                                   ARTICLE II

                      FORM OF RECEIPTS, DEPOSIT OF SHARES,
                        EXECUTION AND DELIVERY, TRANSFER
                            AND SURRENDER OF RECEIPTS

      SECTION 2.1. FORM AND TRANSFERABILITY OF RECEIPTS.

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

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

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

                                      -4-
<PAGE>

      SECTION 2.2. DEPOSIT OF SHARES.

            Subject to the terms and conditions of this Deposit Agreement,
Shares may be deposited by delivery thereof by the Issuer to the Depositary on
any closing date for the sale of the Depositary Shares representing such Shares
to the underwriters in connection with the public offering of such Depositary
Shares, accompanied by any appropriate instrument or instruments of transfer, or
endorsement, in form satisfactory to the Depositary, together with all such
certifications as may be required by the Depositary in accordance with the
provisions of this Deposit Agreement, and, if the Depositary requires, together
with a written order directing the Depositary to execute and deliver to, or upon
the written order of, the Issuer, a Receipt or Receipts for the number of
Depositary Shares representing such deposit. All Shares so deposited shall be
recorded in the name of the Depositary on the books of the Issuer.

            Deposited Securities shall be held by the Depositary for the account
and to the order of the Depositary at its Corporate Trust Office or at such
other place or places as the Depositary shall determine.

      SECTION 2.3. EXECUTION AND DELIVERY OF RECEIPTS.

            Upon receipt by the Depositary of any deposit pursuant to Section
2.2 hereunder (and in addition, if the transfer books of the Issuer are open,
the Depositary may in its sole discretion require a proper acknowledgment or
other evidence from the Issuer that any Deposited Securities have been recorded
upon the books of the Issuer in the name of the Depositary or its nominee),
together with the other documents required as above specified, the Depositary,
subject to the terms and conditions of this Deposit Agreement, shall execute and
deliver at its Corporate Trust Office, to or upon the written order of the
Issuer, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of Depositary Shares deliverable in respect of such
deposit requested by the Issuer, but only upon payment to the Depositary of all
taxes and governmental charges and stock transfer and registration fees payable
in connection with such deposit and the transfer of the Deposited Securities.

      SECTION 2.4. TRANSFER OF RECEIPTS; COMBINATION AND SPLIT-UP OF RECEIPTS.

            The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall register transfers of Receipts on its transfer books from time
to time, upon any surrender of a Receipt, by the Owner in person or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer, and duly stamped as may be required by the laws of the State of New
York and of the United States of America. Thereupon the Depositary shall execute
a new Receipt or Receipts and deliver the same to or upon the order of the
person entitled thereto.

            The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a

                                      -5-
<PAGE>

split-up or combination of such Receipt or Receipts, execute and deliver a new
Receipt or Receipts for any authorized number of Depositary Shares requested,
evidencing the same aggregate number of Depositary Shares as the Receipt or
Receipts surrendered.

            The Depositary may appoint one or more co-transfer agents for the
purpose of effecting transfers, combinations and split-ups of Receipts at
designated transfer offices on behalf of the Depositary. In carrying out its
functions, a co-transfer agent may require evidence of authority and compliance
with applicable laws and other requirements by Owners or persons entitled to
Receipts and will be entitled to protection and indemnity to the same extent as
the Depositary.

      SECTION 2.5. SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

            Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities (it being
understood that, with respect to any withdrawal of Shares, only whole Shares may
be withdrawn) represented by the Depositary Shares evidenced by such Receipt,
and upon payment of all taxes and governmental charges payable in connection
with such surrender and withdrawal of the Deposited Securities, and subject to
the terms and conditions of this Deposit Agreement, the Owner of such Receipt
shall be entitled to delivery, to him or her upon his or her order, of the
amount of Deposited Securities at the time represented by the Depositary Shares
evidenced by such Receipt. If the Receipts delivered by such Owner evidence a
number of Deposited Shares in excess of the number of Deposited Shares
representing the number of Shares to be withdrawn, the Depositary will at the
same time deliver to such Owner a new Receipt or Receipts evidencing such excess
number of Deposited Shares. Delivery of such Deposited Securities may be made by
the delivery of (i) certificates for Shares being withdrawn in the name of such
Owner or as ordered by him or by certificates for Shares being withdrawn
properly endorsed or accompanied by proper instruments of transfer to such Owner
or as ordered by him or her and (ii) any other securities, property and cash to
which such Owner is then entitled in respect of such Receipt to such Owner or as
ordered by him. Such delivery shall be made, as hereinafter provided, without
unreasonable delay.

            A Receipt surrendered for such purposes may be required by the
Depositary to be properly endorsed in blank or accompanied by proper instruments
of transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon the
written order of a person or persons designated in such order. Thereupon the
Depositary shall, subject to Sections 2.6, 3.1 and 3.2 and to the other terms
and conditions of this Deposit Agreement, deliver at the Corporate Trust Office
to or upon the written order of the person or persons designated in the order
delivered to the Depositary as above provided, the amount of Deposited
Securities represented by the Depositary Shares evidenced by such Receipt.


                                      -6-
<PAGE>

      SECTION 2.6. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER AND SURRENDER
                   OF RECEIPTS.

            As a condition precedent to the execution and delivery, registration
of transfer, split-up, combination or surrender of any Receipt or withdrawal of
any Deposited Securities or the exercise of any conversion right referred to in
Section 2.10, the Depositary, any of the Depositary's agents or the Registrar
may require any or all of the following: (i) payment to it of a sum sufficient
to reimburse it for any tax or other governmental charge and any stock transfer
or registration fee with respect thereto (including any such tax or charge and
fee with respect to Shares being deposited or withdrawn or with respect to the
Common Stock (as defined in Section 2.9) of the Issuer being delivered upon
conversion); (ii) the production of proof satisfactory to it as to the identity
and genuineness of any signature and (iii) compliance with any regulations the
Depositary may establish consistent with the provisions of this Deposit
Agreement, including, without limitation, this Section 2.6.

            The transfer of Receipts in particular instances may be refused or
the registration of transfer of outstanding Receipts generally may be suspended,
during any period when the transfer books of the Depositary are closed, or if
any such action is deemed necessary or advisable by the Depositary or the Issuer
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, with the approval of the Issuer, for any other reason.
Notwithstanding any other provision of this Deposit Agreement or the Receipts,
the surrender of outstanding Receipts and withdrawal of Deposited Securities may
not be suspended subject only to (i) temporary delays caused by closing the
transfer books of the Depositary or the Issuer or the payment of dividends, (ii)
the payment of taxes, stock transfer or registration fees and similar charges,
and (iii) compliance with any U.S. laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities.

      SECTION 2.7. LOST RECEIPTS, ETC.

            In case any Receipt shall be mutilated, destroyed, lost or stolen,
the Depositary shall execute and deliver a new Receipt of like tenor in exchange
and substitution for such mutilated Receipt upon cancellation thereof, or in
lieu of and in substitution for such destroyed, lost or stolen Receipt. Before
the Depositary shall execute and deliver a new Receipt in substitution for a
destroyed, lost or stolen Receipt, the Owner thereof shall have (i) filed with
the Depositary (a) a request for such execution and delivery before the
Depositary has notice that the Receipt has been acquired by a bona fide
purchaser and (b) a sufficient indemnity bond and (ii) satisfied any other
reasonable requirements imposed by the Depositary.


                                      -7-
<PAGE>

      SECTION 2.8. CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.

            All Receipts surrendered to the Depositary shall be canceled by the
Depositary and disposed of by it in accordance with its customary procedures.

      SECTION 2.9. MANDATORY CONVERSION OF SHARES INTO COMMON STOCK.

            At any time on or after February 15, 2004, the Company may at its
option cause the Depositary Shares, in whole or part from time to time, to be
automatically converted into shares of Common Stock. On any such date fixed for
mandatory conversion of the Shares by the Issuer (the "Mandatory Conversion
Date"), Shares represented by Depositary Shares shall be mandatorily converted,
and such Depositary Shares shall be deemed no longer outstanding and all rights
of the Owners of the Receipts evidencing such Depositary Shares (except the
right to receive (i) the shares of common stock, par value $0.025 per share (the
"Common Stock") of the Issuer to which such Owner is entitled upon conversion,
(ii) any cash payable with respect to any fractional shares of Common Stock
otherwise deliverable by the Depositary upon conversion, (iii) any cash or
Common Stock in payment of accrued and unpaid dividends on such Shares as and
when paid in accordance with the Certificate of Designation payable to an Owner
as of a prior date and (iv) any other securities, property or cash to which such
Owner is entitled hereunder) shall cease and terminate. Upon surrender of the
Receipts evidencing such Depositary Shares at the Corporate Trust Office or at
such office or to such agent of the Depositary as the Depositary may designate
for such purpose (properly endorsed or assigned for transfer, as the Depositary
or such agent shall so require), such Depositary Shares shall be converted into
(i) a number of shares of Common Stock per Depositary Share equal to one
one-hundredth of the number (including fractional shares) of shares of Common
Stock which each Share converted into at the applicable rate specified in the
Certificate of Designation, subject to adjustment as provided in the Certificate
of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise
deliverable by the Depositary upon such conversion, calculated in accordance
with Section 4.12 hereof, (iii) any cash or Common Stock in payment of accrued
and unpaid dividends on such Shares as and when paid in accordance with the
Certificate of Designation payable to an Owner as of a prior date and (iv) the
right to receive any other securities, property or cash to which Owners are
entitled hereunder.

            On the Mandatory Conversion Date (or such later date as dividends on
the Shares subject to conversion are paid as provided below in the case of
clause (iii) below), for each Owner of a Receipt or Receipts, the Issuer shall
deposit with the Depositary (i) certificates for the number of shares of Common
Stock and (ii) the amount of cash in lieu of fractional shares determined as set
forth in the preceding paragraph into which the Depositary Shares evidenced by
such Receipt or Receipts shall convert on the Mandatory Conversion Date
(assuming proper surrender of such Receipt or Receipts to the Depositary or any
of its agents) and (iii) any cash or Common Stock in payment of accrued and
unpaid dividends on such Shares as and when paid in accordance with the


                                      -8-
<PAGE>

Certificate of Designation. With respect to Owners which hold a Receipt or
Receipts evidencing more than one Depositary Share on the Mandatory Conversion
Date, the number of shares of Common Stock and the amount of cash in lieu of
fractional shares to be deposited by the Issuer with the Depositary on that date
shall be computed on the basis of the aggregate number of Depositary Shares
evidenced by such Receipt or Receipts. The Depositary shall as promptly as
practicable deliver to each Owner of a Receipt or Receipts which properly
delivers such Receipt or Receipts to the Depositary or any of its agents
certificates for the number of shares of Common Stock and the amount of cash,
without interest, to which such Owner is entitled pursuant to the preceding
provisions.

            Pursuant to Section 4.12 hereof, no fractional shares of Common
Stock will be delivered by the Depositary in connection with mandatory
conversion of Shares represented by Depositary Shares on the Mandatory
Conversion Date.

      SECTION 2.10. OPTIONAL CONVERSION OF SHARES INTO COMMON STOCK.

            Depositary Shares may be converted in whole or in part, into shares
of Common Stock at the option of the Owner at any time prior to August 15, 2009.
Subject to the terms and conditions of this Deposit Agreement, an Owner of a
Receipt or Receipts evidencing Depositary Shares representing whole or
fractional Shares may surrender such Receipt or Receipts at the Corporate Trust
Office or at such office or to such agents of the Depositary as the Depositary
may designate for such purpose, together with a written notice of conversion
duly completed and executed, thereby directing the Depositary or any such agent
to instruct the Issuer to cause the conversion (which may include partial
conversions) of the number of Shares (which instruction may be given by
reference to the number of Depositary Shares representing such Shares) specified
in such notice of conversion into shares of Common Stock at the rate specified
in the Certificate of Designation, and an assignment of such Receipt or Receipts
to the Issuer or in blank, duly completed and executed (and, except as otherwise
provided below, if such conversion is to occur after the close of business on a
record date for the payment of dividends declared on the Shares and before the
opening of business on the next succeeding dividend payment date, payment in
cash or Common Stock or both (as the case may be) of an amount equal to the
dividend payable on such date on the Shares so converted).

            Any Owner of a Receipt or Receipts who (or whose transferee)
delivers a Receipt or Receipts to the Depositary on a dividend payment record
date (established by the Depositary as provided in Section 4.6 hereof) for
conversion of such Owner's underlying Shares on the succeeding dividend payment
date shall receive the dividend payable with respect to the Depositary Shares
evidenced by such Receipt or Receipts and will not be required to include
payment of the dividend payable on such date upon delivery of such Receipt or
Receipts. To the extent that an Owner delivers to the Depositary for conversion
a Receipt or Receipts evidencing Depositary Shares representing Shares which in
the aggregate (including fractional Shares) would result in a fractional share
of Common Stock being deliverable by the Issuer upon such Shares'


                                      -9-
<PAGE>

conversion at the rate specified in the Certificate of Designation, the Issuer
shall deliver to such Owner payment in cash in lieu of such fractional share of
Common Stock, calculated in accordance with Section 4.12 hereof. If a Receipt or
Receipts evidencing more than one Depositary Share shall be surrendered for
conversion of the Shares represented thereby at one time by the same Owner, the
number of shares of Common Stock and the amount of cash in lieu of fractional
shares deliverable by the Issuer upon such conversion shall be computed on the
basis of the aggregate number of Shares (including fractional Shares)
represented by Depositary Shares evidenced by the Receipt or Receipts so
surrendered.

            Upon receipt by the Depositary or an agent of the Depositary of a
Receipt or Receipts, together with a notice of conversion, duly completed and
executed, directing the Depositary or such agent to instruct the Issuer to cause
the conversion (which may be a partial conversion) of a specified number of
Shares (which instruction may be by reference to the number of Depositary Shares
representing such Shares) at the rate specified in the Certificate of
Designation, subject to adjustment as provided in the Certificate of Designation
and an assignment of such Receipt or Receipts to the Issuer or in blank, duly
completed and executed, the Depositary or such agent shall instruct the Issuer,
(i) to cause the conversion (which may be a partial conversion) at the rate
specified in the Certificate of Designation of the number of Shares represented
by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for
conversion as specified in the written notice to the Depositary or such agent
and (ii) to cause the delivery to the Owner of such Receipt or Receipts of (a) a
certificate or certificates evidencing the number of whole shares of Common
Stock into which the Shares (including fractional Shares) represented by the
Depositary Shares evidenced by such Receipt or Receipts have been converted, (b)
the amount of cash to which such Owner is entitled in lieu of fractional shares
of Common Stock otherwise deliverable by the Issuer upon such conversion,
calculated in accordance with Section 4.12 hereof and (c) any cash or Common
Stock in payment of accrued and unpaid dividends on such Shares as and when paid
in accordance with the Certificate of Designation. The Issuer shall as promptly
as practicable after receipt thereof cause the delivery of the certificate or
certificates and cash referred to in (a), (b) and (c) above, and such conversion
shall be deemed to have been effected immediately prior to the close of business
on the date of such receipt and shall occur at the rate specified in the
Certificate of Designation in effect at such time and on such date. Upon such
conversion, the Depositary or such agent (i) shall deliver to the Owner a
Receipt evidencing the number of Depositary Shares evidenced by the surrendered
Receipt or Receipts in excess of the number of Depositary Shares evidenced by
such Receipt or Receipts that have been so converted, (ii) shall cancel the
Depositary Shares evidenced by Receipts surrendered for conversion and (iii)
shall deliver to the Issuer or its transfer agent for the Shares for
cancellation the number of Shares (including fractional Shares) represented by
the Depositary Shares evidenced by the Receipts so surrendered and so converted.
Upon the delivery of the Shares to be canceled due to such conversion by the
Depositary or such agent to the Issuer or its transfer agent, the Issuer or its
transfer agent shall deliver to the Depositary or such agent, as applicable, a
certificate

                                      -10-
<PAGE>

or certificates evidencing the number of Shares, if any, that equals the excess
of the number of Shares evidenced by the surrendered certificate over the number
of Shares evidenced by that certificate that have been so converted. Depositary
Shares converted in connection with conversion of the Shares represented thereby
shall only be converted in whole, and not in part.

            Upon the conversion of any Share for which a notice of conversion
has been provided to the Depositary or an agent of the Depositary by the Owner
of the Receipt or Receipts evidencing the Depositary Shares representing such
Share, dividends shall cease to accrue on the Shares as of the day immediately
preceding the date of conversion, such Depositary Shares shall be deemed no
longer outstanding, all rights of the Owner of the Receipt or Receipts
evidencing such Depositary Shares (except the right to receive (i) the Common
Stock to which such Owner is entitled upon conversion, (ii) any cash payable
with respect to any fractional shares of Common Stock otherwise deliverable by
the Issuer upon conversion, (iii) any Receipts evidencing Depositary Shares
representing Shares which were not so converted and (iv) any other securities,
property or cash to which such Owner is entitled hereunder) shall cease and
terminate, and the Receipt or Receipts evidencing such Depositary Shares shall
be cancelled.

            No fractional shares of Common Stock shall be deliverable by the
Issuer upon conversion of the Shares represented by the Depositary Shares.

      SECTION 2.11. REDEMPTION.

            On August 15, 2009, the Issuer will be obligated to redeem all
outstanding Depositary Shares for cash, upon not less than 30 days nor more than
60 days' prior notice sent by first class mail to each Owner's registered
address, in an amount equal to 100% of the aggregate liquidation preference of
all Deposited Shares, plus accumulated and unpaid dividends to the date of
redemption.

      SECTION 2.12. CHANGE IN CONTROL PUT RIGHT.

            For purposes of this section, "Change in Control" of the Issuer
means the occurrence of any of the following:

            -     the sale, lease, transfer, conveyance or other disposition
                  (other than by way of merger or consolidation), in one or a
                  series of related transactions, of all or substantially all of
                  the assets of the Issuer and its Subsidiaries, taken as a
                  whole, to any "person" (as such term is used in Section
                  13(d)(3) of the Exchange Act);

            -     the adoption of a plan relating to the liquidation or
                  dissolution of the Issuer;


                                      -11-
<PAGE>

            -     the first day on which a majority of the members of the board
                  of directors of the Issuer are not Continuing Directors; or

            -     the consummation of any transaction (including, without
                  limitation, any merger or consolidation) the result of which
                  is that any "person" becomes the "beneficial owner" (as such
                  terms are defined in Rule 13d-3 and Rule 13d-5 under the
                  Exchange Act), directly or indirectly, of more than 35% of the
                  Voting Stock of the Issuer.

            If a Change in Control occurs, each Owner of Depositary Shares will
have the right to require the Issuer to purchase all or any part of that Owner's
Depositary Shares at a purchase price equal to 100% of the liquidation
preference of the Shares representing such Depositary Shares, plus all
accumulated and unpaid dividends on those Shares to the date of purchase. Within
30 days following any Change in Control, the Issuer will mail a notice to each
Owner describing the Change in Control and offer to purchase that Owner's
Depositary Shares on the date specified in that notice, which date will be no
earlier than 30 days and no later than 60 days from the date the notice is
mailed. In connection with a Change in Control, the Issuer will have the option
to pay for Depositary Shares that have been tendered in shares of the Issuer's
Common Stock valued at 95% of the volume-weighted daily trading price for the
Issuer's Common Stock over the 10-day trading period ending one trading day
prior to the date of purchase; otherwise the Issuer will pay for tendered
Depositary Shares in cash.

            The Issuer will comply with the requirements of Rule 14e-1 under the
Securities Exchange Act of 1934, as amended, and any other securities laws and
regulations to the extent those laws and regulations are applicable in
connection with the purchase of Depositary Shares as a result of a Change of
Control. To the extent that the provisions of any securities laws or regulations
conflict with any of the provision of this section, the Issuer will comply with
the applicable securities laws and regulations and will be deemed not to have
breached its obligations under this section.

            On the date scheduled for payment of the Depositary Shares, the
Depositary will, to the extent lawful, accept for payment all Depositary Shares
properly tendered. The Depositary will promptly mail or deliver to each Owner of
Depositary Shares so tendered the applicable payment for those Depositary
Shares, and the Depositary will promptly countersign and mail or deliver, or
cause to be transferred, to each Owner new Depositary Shares equal in
liquidation preference to any unpurchased portion of the Depositary Shares
surrendered, if any. The Issuer will publicly announce the result of its offer
on or as soon as practicable after the payment date for the purchase of the
Depositary Shares in connection with a Change in Control.

            The right of the Owners described in this section will be subject to
the obligation of the Issuer to:


                                      -12-
<PAGE>

            -     repay its debt obligations in full under its corporate credit
                  facility; and

            -     repay all of its own and its Subsidiaries indebtedness that is
                  tendered for redemption or required to be repaid and
                  outstanding shares of senior stock that have been tendered for
                  purchase in connection with a Change in Control.

            In addition, the right of the Owners of Depositary Shares described
in this section will be subject to the repurchase or repayment of the Issuer's
future indebtedness, which the Issuer is required to repurchase or repay in
connection with a Change in Control and its compliance with the restricted
payments covenants in its indentures.

            When the Issuer has satisfied these obligations then, subject to the
legal availability of funds for this purpose, it will purchase all Depositary
Shares tendered upon a Change in Control.

            The term "Continuing Directors" means, as of any date of
determination, any member of the board of directors of the Issuer who: (i) was a
member of such board of directors on April 1, 1998 or June 30, 1999; or (ii) was
nominated for election or elected to such board of directors with the approval
of a majority of the Continuing Directors who were members of such board of
directors at the time of such nomination or election.

            The term "Person" means any individual, corporation, partnership,
joint venture, association, joint-stock company, trust, unincorporated
organization or government or agency or political subdivision thereof (including
any subdivision or ongoing business of any such entity or substantially all of
the assets of any such entity, subdivision or business).

            The term "Subsidiary" means, with respect to any Person, (i) any
corporation, association or other business entity of which more than 50% (49% in
the case of Walibi, S.A.) of the total voting power of shares of Capital Stock
entitled (without regard to the occurrence of any contingency) to vote in the
election of directors, managers or trustees thereof is at the time owned or
controlled, directly or indirectly, by such Person or one or more of the other
Subsidiaries of that Person (or a combination thereof); PROVIDED that,
notwithstanding the foregoing, each of SFOG A Holdings, SFOG B Holdings, SFOT I
Holdings and SFOT II Holdings shall be deemed to be a Subsidiary of the Company
for all purposes under this Deposit Agreement so long as (i) the subordinated
indemnity agreement to which the Company is a party and the beneficial share
assignment agreement to which the Company is a party shall each be in full force
and effect and no default or event of default shall have occurred thereunder,
and (ii) any partnership or limited liability company (a) the sole general
partner or the managing general partner (or equivalent) of which is such Person
or a Subsidiary of such Person or


                                      -13-
<PAGE>

(b) the only general partners of which are such Person or one or more
Subsidiaries of such Person (or any combination thereof).

            The term "Voting Stock" of any Person as of the any date means the
Capital Stock of such Person that is at the time entitled to vote in the
election of the board of directors of such Person.


                                  ARTICLE III

                    CERTAIN OBLIGATIONS OF OWNERS OF RECEIPTS

      SECTION 3.1. FILING PROOFS, CERTIFICATES AND OTHER INFORMATION.

            Any Owner of a Receipt may be required from time to time to file
with the Depositary such proof of citizenship or residence, to execute such
certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the registration of
transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities or the exercise of any conversion right referred to in
Section 2.9 or 2.10 or the delivery of any Common Stock upon such conversion or
the payment of any redemption or purchase amounts referred to in Section 2.11 or
2.12 until such proof or other information is filed or such certificates are
executed or such representations and warranties made.

      SECTION 3.2. LIABILITY OF OWNER FOR TAXES.

            If any tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented by Depositary
Shares evidenced by any Receipt or with respect to any conversion right referred
to in Section 2.9 or 2.10, such tax or other governmental charge shall be
payable by the Owner of such Receipt to the Depositary. The Depositary may
refuse to effect any transfer of such Receipt or any withdrawal of Deposited
Securities represented by Depositary Shares evidenced by such Receipt or any
such conversion or payment of redemption or purchase amounts until such payment
is made, and may withhold any dividends or other distributions or payments, or
may sell for the account of the Owner thereof any part or all of the Deposited
Securities represented by the Depositary Shares evidenced by such Receipt, and
may apply such dividends or other distributions or the proceeds of any such sale
in payment of such tax or other governmental charge and the Owner of such
Receipt shall remain liable for any deficiency.

      SECTION 3.3. WARRANTIES ON DEPOSIT OF SHARES.

            The Issuer, upon depositing Shares under this Deposit Agreement,
shall be deemed thereby to represent and warrant that such Shares and each
certificate therefor are

                                      -14-
<PAGE>

validly issued, fully paid, nonassessable and free of any pre-emptive rights of
the holders of outstanding capital stock of the Issuer and that the person
making such deposit is duly authorized so to do. The Issuer shall also be deemed
to represent that the deposit of such Shares and the sale of Receipts evidencing
Depositary Shares representing Shares by the Issuer are not restricted under the
Securities Act of 1933. Such representations and warranties shall survive the
deposit of Shares and issuance of Receipts.

      SECTION 3.4. TRANSFERS, SPLIT-UPS AND COMBINATION OF SHARES.

            The transfer of Shares is registrable on the books of the Depositary
at its Corporate Trust Office by the Owner hereof in person or by a duly
authorized attorney, upon surrender of Shares properly endorsed for transfer or
accompanied by proper instruments of transfer and funds sufficient to pay any
applicable transfer taxes and upon compliance with such regulations, if any, as
the Depositary may establish for such purpose. With the approval of the Issuer,
the transfer of Shares in particular instances may be refused, or the
registration of transfer of outstanding Shares generally may be suspended, for
any reason, and such transfer and registration may also be refused or suspended
in certain circumstances described in the Deposit Agreement. The Shares may be
split into other such Shares, or may be combined with other such Shares into one
Share, evidencing the same aggregate number of Shares as the Shares surrendered.


                                   ARTICLE IV

                            THE DEPOSITED SECURITIES

      SECTION 4.1. CASH DISTRIBUTIONS.

            Whenever the Depositary shall receive any cash dividend or other
cash distribution on any Deposited Securities (other than cash dividends or cash
distributions paid by the Issuer to the Depositary in lieu of fractional shares
of Common Stock otherwise deliverable by the Issuer upon conversion of the
Depositary Shares or purchase of the Depositary Shares upon a Change in
Control), the Depositary shall distribute the dividend or distribution thus
received to the Owners entitled thereto, in proportion, insofar as practicable,
to the number of Depositary Shares representing such Deposited Securities held
by them respectively. In the event that the Issuer or the Depositary shall be
required to withhold and does withhold from any such cash dividend or such other
cash distribution an amount on account of taxes, the amount distributed to the
Owner of the Receipts evidencing Depositary Shares representing such Deposited
Securities shall be reduced accordingly. The Depositary shall distribute only
such amount, however, as can be distributed without attributing to any Owner a
fraction of one cent. Any such fractional amounts shall be rounded to the
nearest whole cent and so distributed to Owners entitled thereto. The Depositary
will forward to the Issuer or its agent such information from its records as the
Issuer may reasonably request to enable the Issuer or its agent to file
necessary reports with governmental agencies. The Depositary will


                                      -15-
<PAGE>

distribute cash dividends to any Owner on the basis of such Owner's aggregate
record holdings of Depositary Shares.

      SECTION 4.2. REGULAR SHARE DIVIDENDS PAYABLE IN COMMON STOCK.

            Pursuant to and subject to the terms of the Certificate of
Designation, the Issuer may pay dividends (in whole or in part) on the Shares
through the delivery of shares of Common Stock, so long as shares of Common
Stock delivered in payment of a dividend are delivered on the regular dividend
payment date (as set forth in the Certificate of Designation) for such dividend.
Dividends paid by the Issuer on Shares represented by Depositary Shares shall be
paid to the Depositary, as record holder of such Shares (assuming the Depositary
was also the record holder for such Shares on the related record date for such
dividend payment). The Depositary shall distribute, on the related regular
dividend payment date, shares of Common Stock paid to it by the Issuer as
dividends on the Shares to persons who were Owners on the related record date
for such dividend, as established by the Depositary in accordance with Section
4.6 hereof. The Depositary shall distribute to, each such Owner on such date,
for each Depositary Share evidenced by a Receipt or Receipts held by such Owner
on the related record date for such dividend (it being understood that the
number of fractional shares of Common Stock to which such Owner is entitled with
respect to such dividend shall be determined on the basis of its aggregate
holdings of such Depositary Shares), (i) a number of shares (subject to clause
(ii) of this sentence) of Common Stock equal to one-one hundredth of the number
of shares of Common Stock (including fractional shares) payable per Share in
payment of the related dividend as determined pursuant to the Certificate of
Designation and (ii) the amount of cash to which such Owner is entitled in lieu
of fractional shares of Common Stock otherwise distributable by the Depositary
under clause (i), calculated in accordance with Section 4.12 hereof. The Issuer
shall deposit with the Depositary, on or prior to the regular dividend payment
date (as set forth in the Certificate of Designation) for any dividend which the
Issuer has elected to pay in whole or in part in shares of Common Stock, for
each Owner which held a Receipt or Receipts on the related record date for such
dividend as established by the Depositary, (i) certificates for the number of
shares of Common Stock and (ii) the amount of cash in lieu of fractional shares
to which such Owner is entitled pursuant to the preceding sentence.

            No fractional shares of Common Stock will be delivered by the
Depositary to persons who were Owners on the related record date for a dividend
on the Shares in connection with the Depositary's distribution of a dividend on
the Shares paid by the Issuer to it in shares of Common Stock.

      SECTION 4.3. DISTRIBUTIONS OTHER THAN CASH, SHARE DIVIDENDS PAID IN COMMON
                   STOCK, SHARES OR RIGHTS.

            Subject to the provisions of Section 4.8, whenever the Depositary
shall receive any distribution other than a distribution described in Sections
4.1, 4.2, 4.4 or 4.5, the Depositary shall cause the securities or property
received by it to be distributed to the


                                      -16-
<PAGE>

Owners entitled thereto, in proportion to the number of Depositary Shares
representing Deposited Securities held by them respectively, in any manner that
the Depositary may, with the consent of the Issuer, not to be unreasonably
withheld, deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
cannot be made proportionately among the Owners entitled thereto, or if for any
other reason (including, but not limited to, any requirement that the Issuer or
the Depositary withhold an amount on account of taxes or other governmental
charges or that such securities must be registered under the Securities Act of
1933 in order to be distributed to Owners or holders) the Depositary deems such
distribution not to be feasible, the Depositary may, with the approval of the
Issuer, adopt such method as it may deem equitable and practicable for the
purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale shall be distributed by the
Depositary to the Owners entitled thereto as in the case of a distribution
received in cash pursuant to Section 4.1.

      SECTION 4.4. DISTRIBUTIONS IN SHARES.

            If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Issuer shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of Depositary Shares representing
such Deposited Securities held by them respectively, additional Receipts
evidencing an aggregate number of Depositary Shares representing the amount of
Shares received as such dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the deposit of Shares and
the issuance of Depositary Shares evidenced by Receipts, including the
withholding of any tax or other governmental charge as provided in Section 4.11.
In lieu of delivering Receipts for fractional Depositary Shares in any such
case, the Depositary shall sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in Section 4.1, or, if the Depositary
deems such sale and distribution not feasible, the Depositary may, with the
approval of the Issuer, adopt such method as it shall deem equitable and
practicable in substitution for delivering Receipts for fractional Depositary
Shares.

      SECTION 4.5. RIGHTS.

            In the event that the Issuer shall offer or cause to be offered to
the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds


                                      -17-
<PAGE>

available to such Owners or, if by the terms of such rights offering or for any
other reason, the Depositary may not either make such rights available to any
Owners or dispose of such rights and make the net proceeds available to such
Owners, then the Depositary shall allow the rights to lapse. If at the time of
the offering of any rights the Depositary determines in its discretion that it
is lawful and feasible to make such rights available to all Owners or to certain
Owners but not to other Owners, the Depositary may distribute to any Owner to
whom it determines the distribution to be lawful and feasible, in proportion to
the number of Depositary Shares held by such Owner, warrants or other
instruments therefor in such form as it deems appropriate.

            In circumstances in which rights would otherwise not be distributed,
if an owner of Receipts requests the distribution of warrants or other
instruments in order to exercise the rights allocable to the Depositary Shares
of such Owner hereunder, the Depositary will make such rights available to such
Owner upon written notice from the Issuer to the Depositary that (i) the Issuer
has elected in its sole discretion to permit such rights to be exercised and
(ii) such Owner has executed such documents as the Issuer has determined in its
sole discretion are reasonably required under applicable law.

            If the Depositary has distributed warrants or other instruments for
rights to purchase Shares to all or certain Owners, then upon instruction from
such an Owner pursuant to such warrants or other instruments to the Depositary
from such Owner to exercise such rights, upon payment by such Owner to the
Depositary for the account of such Owner of an amount equal to the purchase
price of the Shares to be received upon the exercise of the rights, and upon
payment of any other charges as set forth in such warrants or other instruments,
the Depositary shall, on behalf of such Owner, exercise the rights and purchase
the Shares, and the Issuer shall cause the Shares so purchased to be delivered
to the Depositary on behalf of such Owner. As agent for such Owner, the
Depositary shall cause the Shares so purchased to be deposited pursuant to
Section 2.2 of this Deposit Agreement, and shall, pursuant to Section 2.3 of
this Deposit Agreement, execute and deliver Receipts to such Owner. In the case
of a distribution pursuant to the second paragraph of this section, such
Receipts shall be legended in accordance with applicable U.S. laws, and shall be
subject to the appropriate restrictions on sale, deposit, cancellation, and
transfer under such laws.

            If the Depositary determines in its discretion that it is not lawful
and feasible to make such rights available to all or certain Owners, it may sell
the rights, warrants or other instruments in proportion to the number of
Depositary Shares held by the Owners to whom it has determined it may not
lawfully or feasibly make such rights available, and allocate the net proceeds
of such sales (net of all taxes and governmental charges payable in connection
with such rights and subject to the terms and conditions of this Deposit
Agreement) for the account of such Owners otherwise entitled to such rights,
warrants or other instruments, upon an averaged or other practical basis without
regard to any distinctions among such Owners because of exchange restrictions or
the date of delivery of any Receipt or otherwise.


                                      -18-
<PAGE>

            The Depositary will not offer rights to Owners unless both the
rights and the securities to which such rights relate are either exempt from
registration under the Securities Act of 1933 with respect to a distribution to
Owners or are registered under the provisions of such Act.

            If an Owner of Receipts requests distribution of warrants or other
instruments, notwithstanding that there has been no such registration under such
Act, the Depositary shall not effect such distribution unless it has received an
opinion from recognized counsel in the United States for the Issuer upon which
the Depositary may rely that such distribution to such Owner is exempt from such
registration.

            The Depositary shall not be responsible for any failure to determine
that it may be lawful or feasible to make such rights available to Owners in
general or any owner in particular.

      SECTION 4.6. FIXING OF RECORD DATE.

            Whenever any cash dividend or other cash distribution or any
dividend to be paid by the Issuer in shares of Common Stock shall become payable
or any distribution other than cash shall be made, or whenever any rights,
preferences or privileges shall be offered or issued with respect to the
Deposited Securities, or whenever for any reason the Depositary causes a change
in the number of Shares that are represented by each Depositary Share, or
whenever the Depositary shall receive notice of any meeting at which holders of
Shares are entitled to vote or of which holders of Shares are entitled to
notice, the Depositary shall fix a record date (which shall be the same date as
the record date fixed by the Issuer in respect of the Shares) (i) for the
determination of the Owners who shall be (a) entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof or (b) entitled to give instructions for the exercise of voting rights
at any such meeting, or (ii) on or after which each Depositary Share will
represent the changed number of Shares.

      SECTION 4.7. VOTING OF DEPOSITED SECURITIES.

            Upon receipt of notice of any meeting at which the holders of Shares
are entitled to vote, the Depositary shall, as soon as practicable thereafter,
mail to the Owners a notice, which shall be provided by the Issuer and which
shall contain (i) such information as is contained in such notice of meeting,
and (ii) a statement that the Owners as of the close of business on a specified
record date fixed pursuant to Section 4.6 shall be entitled, subject to any
applicable provision of law, the Restated Certificate of Incorporation or the
by-laws of the Issuer, to instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Shares or other Deposited Securities
represented by their respective Depositary Shares and (iii) a statement as to
the manner in which such instructions may be given. Upon the written request of
an Owner on such record date, the Depositary shall endeavor, in so far as
practicable, to vote or cause to be voted the amount of Shares or other
Deposited Securities represented by the Depositary


                                      -19-
<PAGE>

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

      SECTION 4.8. CHANGES AFFECTING DEPOSITED SECURITIES.

            In circumstances where the provisions of Section 4.3 do not apply,
upon any change in nominal value, change in par value, split-up, consolidation
or any other reclassification of Deposited Securities, or upon any
recapitalization, reorganization, merger or consolidation or sale of assets
affecting the Issuer or to which it is a party, any securities which shall be
received by the Depositary in exchange for or in conversion of or in respect of
Deposited Securities shall be treated as new Deposited Securities under this
Deposit Agreement, and Depositary Shares evidenced by Receipts then outstanding
shall thenceforth represent the proportionate interest of Owners thereof in the
new Deposited Securities so received in exchange or conversion, unless
additional Receipts are delivered pursuant to the following sentence. In any
such case the Depositary may, and shall if the Issuer shall so request, execute
and deliver additional Receipts as in the case of a dividend in Shares, or call
for the surrender of outstanding Receipts to be exchanged for new Receipts
specifically describing such new Deposited Securities.

      SECTION 4.9. REPORTS.

            The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Issuer which are both (i) received by the
Depositary as the holder of the Deposited Securities and (ii) made generally
available to the holders of such Deposited Securities by the Issuer. The Issuer
agrees that it shall deliver to the Depositary, and the Depositary shall,
promptly after receipt thereof, transmit to the Owners of the 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 Depositary Shares are listed or
by the Restated Certificate of Incorporation or the Certificate of Designation
to be furnished by the Issuer to holders of Shares. Such transmission shall be
at the Issuer's expense and the Issuer shall 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 Owners of Receipts at the Issuer's
expense such other documents as may be requested by the Issuer.

      SECTION 4.10. LISTS OF OWNERS.

            Promptly upon request by the Issuer, the Depositary shall, at the
expense of the Issuer, furnish to it a list, as of a recent date, of the names,
addresses and holdings

                                      -20-
<PAGE>

of Depositary Shares by all persons in whose names Receipts are registered on
the books of the Depositary.

      SECTION 4.11. WITHHOLDING.

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

      SECTION 4.12. FRACTIONAL SHARES.

            No fractional shares of Common Stock will be delivered by the Issuer
or the Depositary, as applicable, to the Owners of Receipts upon mandatory or
optional conversion into shares of Common Stock, upon a Change in Control or for
payment of dividends in Common Stock or any combination of the above.

            In lieu of any fractional share otherwise deliverable in respect of
the aggregate number of Depositary Shares evidenced by a Receipt or Receipts of
any Owner that are converted upon mandatory conversion, such Owner shall be
entitled to receive an amount in cash equal to the same fraction of the Closing
Price (as defined in Section 1.1 hereof) of the Common Stock as of the fifth
Trading Day (as defined in Section 1.1 hereof) immediately preceding the
Mandatory Conversion Date.

            In lieu of any fractional share otherwise deliverable in respect of
the aggregate number of Shares represented by Depositary Shares evidenced by a
Receipt or Receipts of any Owner that are converted upon any optional conversion
or upon a Change in Control, such Owner shall be entitled to receive an amount
in cash equal to the same fraction of the Closing Price of the Common Stock as
of the second Trading Day immediately preceding the effective date of conversion
or the date of purchase in the case of a Change in Control.

            If a Receipt or Receipts evidencing more than one Depositary Share
are surrendered for conversion at one time by or for the same Owner, the number
of shares of Common Stock and the amount of cash in lieu of fractional shares
deliverable upon conversion shall be computed on the basis of the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts so surrendered.

            No fractional shares of Common Stock will be delivered by the
Depositary to persons who were Owners on the related record date for a dividend
on the Shares in connection with the Depositary's distribution of a dividend on
the Shares paid by the


                                      -21-
<PAGE>

Issuer to it in shares of Common Stock. In lieu of any fractional share
otherwise so deliverable, such Owners shall be entitled to receive an amount in
cash equal to the same fraction of the Closing Price of the Common Stock
determined as of the fifth Trading Day immediately preceding the dividend
payment date. On the Mandatory Conversion Date or the date the Issuer purchases
any Depositary Shares upon a Change in Control, the fractional share of Common
Stock that any Owner would otherwise be entitled to receive shall be determined
by adding all the fractional shares such Owner would be entitled to receive (i)
on the mandatory conversion or purchase of all Depositary Shares evidenced by
Receipts held by such Owner and (ii) on the payment of the regular quarterly
dividend on all Depositary Shares evidenced by Receipts held by such Owner at
the related record date. On the Mandatory Conversion Date, the Issuer may, at
its option, deliver any whole number of shares of Common Stock resulting from
the addition of fractional shares resulting from (i) and (ii) above in shares of
Common Stock and any remaining fractional shares in cash beginning with holders
entitled to the largest fractional shares.

            In the event that (i) mandatory conversions of the Depositary
Shares, (ii) optional conversions of the Depositary Shares, (iii) purchases of
Depositary Shares upon a Change in Control, (iv) Depositary deliveries of shares
of Common Stock as dividends on the Depositary Shares or (v) the combination of
any of the foregoing result in any Owner of Receipts evidencing Depositary
Shares being entitled to cash in lieu of a fractional share on the related date
of conversion, purchase or dividend payment date, as applicable, the Issuer will
deliver (either directly or through the Depositary, as applicable) to all such
Owners cash in an amount equal to the total amount of cash to which all such
Owners of Receipts are entitled in lieu of fractional shares on such date.

            If payment in cash in lieu of fractional shares of Common Stock in
accordance with the preceding six paragraphs would result in the Issuer's
failure to be in compliance with any debt instrument to which it is a party, the
Issuer shall be entitled to deliver (either directly or through the Depositary,
as applicable) a whole share of Common Stock in lieu of cash to Owners entitled
to fractional shares of Common Stock (beginning with the Owners entitled to the
largest fractional shares) until delivery of cash in lieu of fractional shares
of Common Stock to the remaining Owners would no longer result in the Issuer's
failure to be in compliance with such debt instrument.


                                   ARTICLE V

                          THE DEPOSITARY AND THE ISSUER

      SECTION 5.1. MAINTENANCE OF OFFICE AND TRANSFER BOOKS BY THE DEPOSITARY.

            Until termination of this Deposit Agreement in accordance with its
terms, the Depositary shall maintain in the Borough of Manhattan, The City of
New York,


                                      -22-
<PAGE>

facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

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

            The Depositary may close the transfer books, at any time or from
time to time, when deemed expedient by it in connection with the performance of
its duties hereunder.

            If any Receipts or the Depositary Shares evidenced thereby are
listed on one or more stock exchanges in the United States, the Depositary shall
act as Registrar or appoint a Registrar or one or more co-registrars for
registry of such Receipts in accordance with any requirements of such exchange
or exchanges.

      SECTION 5.2. PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY OR THE
                   ISSUER.

            Neither the Depositary nor the Issuer shall incur any liability to
any Owner or holder of any Receipt, if by reason of any provision of any present
or future law or regulation of the United States or of any governmental or
regulatory authority or stock exchange, or by reason of any provision, present
or future, of the Restated Certificate of Incorporation or by-laws of the
Issuer, or by reason of any act of God or war or other circumstances beyond its
control, the Depositary or the Issuer shall be prevented or forbidden from, or
be subject to any civil or criminal penalty on account of, doing or performing
any act or thing which by the terms of this Deposit Agreement it is provided
shall be done or performed; nor shall the Depositary or the Issuer incur any
liability to any Owner or holder of any Receipt by reason of any non-performance
or delay, caused as aforesaid, in the performance of any act or thing which by
the terms of this Deposit Agreement it is provided shall or may be done or
performed, or by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement. Where, by the terms of a
distribution pursuant to Sections 4.1, 4.3, or 4.4 of this Deposit Agreement, or
an offering or distribution pursuant to Section 4.5 of this Deposit Agreement,
or for any other reason, such distribution or offering may not be made available
to Owners, and the Depositary may not dispose of such distribution or offering
on behalf of such Owners and make the net proceeds available to such Owners,
then the Depositary shall not make such distribution or offering, and shall
allow any rights, if applicable, to lapse.


                                      -23-
<PAGE>

      SECTION 5.3. OBLIGATIONS OF THE DEPOSITARY AND THE ISSUER.

            The Issuer assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Owners or holders of Receipts except
that it agrees to perform its obligations specifically set forth herein without
gross negligence or willful misconduct.

            The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or holder of any Receipt
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without gross negligence or
willful misconduct.

            Neither the Depositary nor the Issuer shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability shall be furnished as often as may be
required.

            Neither the Depositary nor the Issuer shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or any
other person believed by it in good faith to be competent to give such advice or
information.

            The Depositary shall not be liable for any acts or omissions made by
a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue out
of which such potential liability arises the Depositary performed its
obligations without gross negligence or willful misconduct while it acted as
Depositary.

            The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.

            The Depositary may execute any of its powers hereunder or perform
any duties hereunder either directly or by or through agents, attorneys or
independent contractors and the Depositary will not be responsible for any
misconduct or negligence on the part of any agent, attorney or independent
contractor appointed with due care by it hereunder and exercising the care
required of the Depositary hereunder.

            The rights, privileges, protections, immunities and benefits given
to the Depositary, including, without limitation, its right to be indemnified,
are extended to, and


                                      -24-
<PAGE>

shall be enforceable by, the Depositary, and each agent, custodian and other
person employed to act hereunder.

            No disclaimer of liability under the Securities Act of 1933 is
intended by any provision of this Deposit Agreement.

      SECTION 5.4. RESIGNATION AND REMOVAL OF THE DEPOSITARY.

            The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Issuer, 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 Issuer by written
notice of such removal effective upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

            If the instrument of acceptance by the successor depositary required
by this Section shall not have been delivered to the Depositary within 50 days
after the giving of such notice of resignation or removal, the Depositary may,
at the expense of the Issuer, petition any court of competent jurisdiction for
the appointment of a successor Depositary with respect to the Receipts. In case
at any time the Depositary acting hereunder shall resign or be removed, the
Issuer shall use its best efforts to appoint a successor depositary, which shall
be a bank or trust company having an office in the Borough of Manhattan, The
City of New York and having a combined capital and surplus of at least
$50,000,000. Every successor depositary shall execute and deliver to its
predecessor and to the Issuer 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; but such predecessor, nevertheless, upon payment
of all sums due it and on the written request of the Issuer shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor, and shall
deliver to such successor a list of the Owners of all outstanding Receipts. Any
such successor depositary shall promptly mail notice of its appointment to the
Owners.

            Any corporation into or with which the Depositary may be merged or
consolidated or to which the Depositary shall sell all or substantially all of
its corporate trust or stock transfer business shall be the successor of the
Depositary without the execution or filing of any document or any further act.


                                      -25-
<PAGE>

      SECTION 5.5. DISTRIBUTION OF ADDITIONAL SHARES, RIGHTS, ETC.

            The Issuer agrees that in the event of any issuance or distribution
of (1) additional Shares, (2) rights to subscribe for Shares, (3) securities
convertible into Shares, or (4) rights to subscribe for such securities, (each a
"Distribution"), the Issuer will promptly furnish to the Depositary a written
opinion from U.S. counsel for the Issuer, which counsel shall be reasonably
satisfactory to the Depositary, stating whether or not the Distribution requires
a Registration Statement under the Securities Act of 1933 to be in effect prior
to making such Distribution available to Owners entitled thereto. If in the
opinion of such counsel a Registration Statement is required, such counsel shall
furnish to the Depositary a written opinion as to whether or not there is a
Registration Statement in effect which will cover such Distribution.

      SECTION 5.6. INDEMNIFICATION.

            The Issuer agrees to indemnify the Depositary, its directors,
employees, agents and affiliates, and hold each of them harmless from, any
liability or expense (including, but not limited to, the fees and expenses of
counsel) which may arise out of acts performed or omitted, in accordance with
the provisions of this Deposit Agreement and of the Receipts, as the same may be
amended, modified or supplemented from time to time, (i) by the Depositary or
its directors, employees, agents and affiliates, except for any liability or
expense arising out of the gross negligence or willful misconduct of either of
them, or (ii) by the Issuer or any of its directors, employees, agents and
affiliates.

            The provisions of this Section shall survive the termination of this
Deposit Agreement.

      SECTION 5.7. CHARGES OF DEPOSITARY.

            No fees, charges and expenses of the Depositary or any agent of the
Depositary hereunder or of any Registrar shall be payable by any person other
than the Issuer, except for any taxes (including transfer taxes, if any) and
other governmental charges and except as provided in this Deposit Agreement. All
other fees, charges and expenses of the Depositary and any agent of the
Depositary hereunder and of any Registrar incident to the performance of their
respective obligations hereunder shall be paid upon consultation and agreement
between the Depositary and the Issuer as to the amount and nature of such fees,
charges and expenses. The Depositary shall present its statement for fees,
charges and expenses to the Issuer once every month or at such other intervals
as the Issuer and the Depositary may agree.

            The provisions of this Section shall survive the termination of this
Deposit Agreement.

            The Depositary may own and deal in any class of securities of the
Issuer and its affiliates and in Receipts.


                                      -26-
<PAGE>

      SECTION 5.8. RETENTION OF DEPOSITARY DOCUMENTS.

            The Depositary is authorized to destroy those documents, records,
bills and other data compiled during the term of this Deposit Agreement at the
times permitted by the laws or regulations governing the Depositary unless the
Issuer requests that such papers be retained for a longer period or turned over
to the Issuer or to a successor depositary.

      SECTION 5.9. EXCLUSIVITY.

            The Issuer agrees not to appoint any other depositary for issuance
of Depositary Receipts so long as The Bank of New York is acting as Depositary
hereunder.

      SECTION 5.10. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF RECEIPTS.

            The recitals contained herein and in the Receipts, except the
Depositary's execution of the Receipts, may be taken as the statements of the
Issuer, and the Depositary does not assume any responsibility for their
correctness. The Depositary makes no representations as to the validity or
sufficiency of this Deposit Agreement or of the Receipts. The Depositary will
not be accountable for the use or application by the Issuer of Receipts or the
proceeds thereof.


                                   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 Issuer
and the Depositary in any respect that they may deem necessary or desirable. Any
amendment that shall impose any fees, taxes or charges (other than taxes and
other governmental charges, fees and expenses provided for herein or in the
Receipts), or that shall otherwise prejudice any substantial existing right of
Owners of Receipts, shall not become effective as to outstanding Receipts until
the expiration of 90 days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. Every Owner 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 this Deposit Agreement, of any
Owner to surrender any Receipt or Receipts evidencing Depositary Shares
representing Shares with instructions to the Depositary or an applicable agent
of the Depositary to deliver to the Owner such Shares or to cause the conversion
of such Shares into Common Stock and cash for fractional shares of Common Stock
and, in each case, all money and other


                                      -27-
<PAGE>

property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law.

      SECTION 6.2. TERMINATION.

            This Deposit Agreement shall terminate at the close of business on
the earliest of (a) the Mandatory Conversion Date (provided all then outstanding
Depositary Shares are converted) or the first date on which all the Depositary
Shares shall have been converted into shares of Common Stock pursuant to Section
2.10, in each case upon distribution by the Depositary to each Owner entitled
thereto of (i) shares of Common Stock and cash (whether in lieu of fractional
shares or otherwise) received by the Depositary from the Issuer for mandatory
conversion of, and/or dividend payments on, the Depositary Shares evidenced by
the Receipt or Receipts held by such Owner and (ii) all other securities,
property and cash then held by the Depositary hereunder, (b) the date the Issuer
purchases all the outstanding Depositary Shares upon a Change in Control
pursuant to Section 2.12 upon distribution by the Depositary to each Owner
entitled thereto of the cash or Common Stock such Owner is entitled to pursuant
to this Agreement, (c) the date the Issuer redeems all the outstanding
Depositary Shares pursuant to Section 2.11 upon distribution by the Depositary
to each Owner entitled thereto of the cash such Owner is entitled thereto
pursuant to this Agreement and (d) the first date for any of the foregoing
reasons (or combinations thereof) there shall be no Depositary Shares
outstanding. If any Receipts shall remain outstanding after the date of
termination, the Depositary thereafter shall discontinue the registration of
transfers of Receipts, shall suspend the distribution of dividends to the Owners
thereof, and shall not give any further notices or perform any further acts
under this Deposit Agreement, except that the Depositary shall continue to
collect dividends and other distributions pertaining to Deposited Securities,
shall sell rights as provided in this Deposit Agreement, and shall continue to
deliver Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, any applicable taxes or governmental charges). At any
time after the expiration of one year from the date of termination, the
Depositary may sell the Deposited Securities then held hereunder and may
thereafter hold uninvested the net proceeds of any such sale, together with any
other cash then held by it hereunder, unsegregated and without liability for
interest, for the pro rata benefit of the Owners of Receipts which have not
theretofore been surrendered, such Owners thereupon becoming general creditors
of the Depositary with respect to such net proceeds. After making such sale, the
Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, any applicable taxes or governmental charges). Upon the
termination of this Deposit Agreement, the Issuer shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary under Sections 5.6 and 5.7 hereof.


                                      -28-
<PAGE>

                                  ARTICLE VII

                                  MISCELLANEOUS

      SECTION 7.1. COUNTERPARTS.

            This Deposit Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of such
counterparts shall constitute one and the same instrument. Copies of this
Deposit Agreement shall be filed with the Depositary and shall be open to
inspection by any holder or Owner of a Receipt during business hours.

      SECTION 7.2. NO THIRD PARTY BENEFICIARIES.

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

      SECTION 7.3. SEVERABILITY.

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

      SECTION 7.4. HOLDERS AND OWNERS AS PARTIES; BINDING EFFECT.

            The holders and Owners of Receipts from time to time shall be
parties to this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance thereof.

      SECTION 7.5. NOTICES.

            Any and all notices to be given to the Issuer shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
facsimile transmission confirmed by letter, addressed to Mr. Kieran E. Burke,
Six Flags, Inc., 122 East 42nd Street, 49th Floor, New York, NY 10168
(facsimile: 212-949-6203) or any other place to which the Issuer may have
transferred its principal office.


                                      -29-
<PAGE>

            Any and all notices to be given to the Depositary shall be deemed to
have been duly given if in English and personally delivered or sent by mail or
facsimile transmission confirmed by letter, addressed to The Bank of New York,
101 Barclay Street, New York, New York 10286, Attention: Stock Transfer
Administration, or any other place to which the Depositary may have transferred
its Corporate Trust Office.

            Any and all notices to be given to any Owner shall be deemed to have
been duly given if personally delivered or sent by mail or facsimile
transmission confirmed by letter, addressed to such Owner at the address of such
Owner as it appears on the transfer books for Receipts of the Depositary, or, if
such Owner shall have filed with the Depositary a written request that notices
intended for such Owner be mailed to some other address, at the address
designated in such request.

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

      SECTION 7.6. GOVERNING LAW.

            This Deposit Agreement and the Receipts shall be interpreted and all
rights hereunder and thereunder and provisions hereof and thereof shall be
governed by the laws of the State of New York without giving effect to
applicable principles of conflicts of law to the extent that the application of
the laws of another jurisdiction would be required thereby.


                                      -30-
<PAGE>

            IN WITNESS WHEREOF, SIX FLAGS, INC. and THE BANK OF NEW YORK have
duly executed this agreement as of the day and year first set forth above and
all Owners shall become parties hereto upon acceptance by them of Receipts
issued in accordance with the terms hereof.

                                    SIX FLAGS, INC., as Issuer


                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


                                    THE BANK OF NEW YORK, as Depositary


                                    By:
                                        --------------------------------
                                        Name:
                                        Title:


                                      -31-
<PAGE>


                         Exhibit A to Deposit Agreement

N0.                                                   11,500,000
                                                ------------------------
                                                DEPOSITARY SHARES
                                                (Each Depositary Share
                                                represents 1/100 of a
                                                deposited Share)

                              THE BANK OF NEW YORK

                        DEPOSITARY RECEIPT FOR 11,500,000
                               SHARES OF THE 7-1/4%
                          CONVERTIBLE PREFERRED STOCK,
                          PAR VALUE $1.00 PER SHARE, OF
                                 SIX FLAGS, INC.
                          (INCORPORATED UNDER THE LAWS
                            OF THE STATE OF DELAWARE)


      The Bank of New York as depositary (hereinafter called the "Depositary"),
hereby certifies that __________________________________, or registered assigns
IS THE OWNER OF________________________________________

                                DEPOSITARY SHARES

representing interests in deposited shares of 71/4% Convertible Preferred Stock,
par value $1.00 per share (herein called "Shares"), of Six Flags, Inc.,
incorporated under the laws of the State of Delaware (herein called the
"Issuer"). At the date hereof, each Depositary Share represents 1/100 of a Share
which is deposited under the deposit agreement at the Corporate Trust Office of
the Depositary.

               THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS
                    101 BARCLAY STREET, NEW YORK, N.Y. 10286

1.    THE DEPOSIT AGREEMENT.

            This Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of January 23, 2001 (herein called the
"Deposit Agreement"), by and among the Issuer, the Depositary, and all Owners
and holders from time to time of Receipts issued thereunder, each of whom by
accepting a Receipt agrees to become a party thereto and become bound by all the
terms and conditions thereof. The Deposit Agreement sets forth the rights of
Owners and holders of the Receipts and the rights and duties of the Depositary
in respect of the Shares deposited thereunder and any and all other securities,
property and cash from time to time received in respect of such Shares and held
thereunder (such Shares, securities, property, and cash are herein called
"Deposited


<PAGE>

Securities"). Copies of the Deposit Agreement are on file at the Depositary's
Corporate Trust Office in New York City.

            The statements made on the face and reverse of this Receipt are
summaries of certain provisions of the Deposit Agreement and are qualified by
and subject to the detailed provisions of the Deposit Agreement, to which
reference is hereby made. Capitalized terms not defined herein shall have the
meanings set forth in the Deposit Agreement.

2.    SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

            Upon surrender at the Corporate Trust Office of the Depositary of a
Receipt for the purpose of withdrawal of the Deposited Securities (it being
understood that, with respect to any withdrawal of Shares, only whole Shares may
be withdrawn) represented by the Depositary Shares evidenced by such Receipt,
and upon payment of all taxes and governmental charges payable in connection
with such surrender and withdrawal of the Deposited Securities, and subject to
the terms and conditions of this Deposit Agreement, the Owner of such Receipt
shall be entitled to delivery, to him or her upon his or her order, of the
amount of Deposited Securities at the time represented by the Depositary Shares
evidenced by such Receipt. If the Receipts delivered by such Owner evidence a
number of Deposited Shares in excess of the number of Deposited Shares
representing the number of Shares to be withdrawn, the Depositary will at the
same time deliver to such Owner a new Receipt or Receipts evidencing such excess
number of Deposited Shares. Delivery of such Deposited Securities may be made by
the delivery of (i) certificates for Shares being withdrawn in the name of such
Owner or as ordered by him or by certificates for Shares being withdrawn
properly endorsed or accompanied by proper instruments of transfer to such Owner
or as ordered by him or her and (ii) any other securities, property and cash to
which such Owner is then entitled in respect of such Receipt to such Owner or as
ordered by him. Such delivery shall be made, as hereinafter provided, without
unreasonable delay.

3.    MANDATORY CONVERSION OF SHARES INTO COMMON STOCK.

            At any time on or after February 15, 2004, the Company may at its
option cause the Depositary Shares, in whole or part from time to time, to be
automatically converted into shares of Common Stock. On any such date fixed for
mandatory conversion of the Shares by the Issuer (the "Mandatory Conversion
Date"), Shares represented by Depositary Shares shall be mandatorily converted,
and such Depositary Shares shall be deemed no longer outstanding and all rights
of the Owners of the Receipts evidencing such Depositary Shares (except the
right to receive (i) the shares of common stock, par value $0.025 per share (the
"Common Stock") of the Issuer to which such Owner is entitled upon conversion,
(ii) any cash payable with respect to any fractional shares of Common Stock
otherwise deliverable by the Depositary upon conversion, (iii) any cash or
Common Stock in payment of accrued and unpaid dividends on such Shares as and
when paid in accordance with the Certificate of Designation payable to an Owner
as of a prior date and (iv) any other securities, property or cash to which such
Owner is



                                      A-2
<PAGE>

entitled hereunder) shall cease and terminate. Upon surrender of the
Receipts evidencing such Depositary Shares at the Corporate Trust Office or at
such office or to such agent of the Depositary as the Depositary may designate
for such purpose (properly endorsed or assigned for transfer, as the Depositary
or such agent shall so require), such Depositary Shares shall be converted into
(i) a number of shares of Common Stock per Depositary Share equal to one
one-hundredth of the number (including fractional shares) of shares of Common
Stock which each Share converted into at the applicable rate specified in the
Certificate of Designation, subject to adjustment as provided in the Certificate
of Designation, (ii) cash in lieu of fractional shares of Common Stock otherwise
deliverable by the Depositary upon such conversion, calculated in accordance
with Section 4.12 hereof, (iii) any cash or Common Stock in payment of accrued
and unpaid dividends on such Shares as and when paid in accordance with the
Certificate of Designation payable to an Owner as of a prior date and (iv) the
right to receive any other securities, property or cash to which Owners are
entitled hereunder.

            On the Mandatory Conversion Date (or such later date as dividends on
the Shares subject to conversion are paid as provided below in the case of
clause (iii) below), for each Owner of a Receipt or Receipts, the Issuer shall
deposit with the Depositary (i) certificates for the number of shares of Common
Stock and (ii) the amount of cash in lieu of fractional shares determined as set
forth in the preceding paragraph into which the Depositary Shares evidenced by
such Receipt or Receipts shall convert on the Mandatory Conversion Date
(assuming proper surrender of such Receipt or Receipts to the Depositary or any
of its agents) and (iii) any cash or Common Stock in payment of accrued and
unpaid dividends on such Shares as and when paid in accordance with the
Certificate of Designation. With respect to Owners which hold a Receipt or
Receipts evidencing more than one Depositary Share on the Mandatory Conversion
Date, the number of shares of Common Stock and the amount of cash in lieu of
fractional shares to be deposited by the Issuer with the Depositary on that date
shall be computed on the basis of the aggregate number of Depositary Shares
evidenced by such Receipt or Receipts. The Depositary shall as promptly as
practicable deliver to each Owner of a Receipt or Receipts which properly
delivers such Receipt or Receipts to the Depositary or any of its agents
certificates for the number of shares of Common Stock and the amount of cash,
without interest, to which such Owner is entitled pursuant to the preceding
provisions.

4.    OPTIONAL CONVERSION OF SHARES INTO COMMON STOCK.

            Depositary Shares may be converted in whole or in part, into shares
of Common Stock at the option of the Owner at any time prior to August 15, 2009.
Subject to the terms and conditions of the Deposit Agreement, an Owner of a
Receipt or Receipts evidencing Depositary Shares representing whole or
fractional Shares may surrender such Receipt or Receipts at the Corporate Trust
Office or at such office or to such agents of the Depositary as the Depositary
may designate for such purpose, together with a written notice of conversion
duly completed and executed, thereby directing the Depositary or any such agent
to instruct the Issuer to cause the conversion (which may include partial
conversions) of the number of Shares (which instruction may be given by
reference to the number of Depositary Shares representing such Shares) specified
in such notice of


                                      A-3
<PAGE>

conversion into shares of Common Stock at the rate specified in the Certificate
of Designation, and an assignment of such Receipt or Receipts to the Issuer or
in blank, duly completed and executed (and, except as otherwise provided below,
if such conversion is to occur after the close of business on a record date for
the payment of dividends declared on the Shares and before the opening of
business on the next succeeding dividend payment date, payment in cash or Common
Stock or both (as the case may be) of an amount equal to the dividend payable on
such date on the Shares so converted).

            Any Owner of a Receipt or Receipts who (or whose transferee)
delivers a Receipt or Receipts to the Depositary on a dividend payment record
date for conversion of such Owner's underlying Shares on the succeeding dividend
payment date shall receive the dividend payable with respect to the Depositary
Shares evidenced by such Receipt or Receipts and will not be required to include
payment of the dividend payable on such date upon delivery of such Receipt or
Receipts. To the extent that an Owner delivers to the Depositary for conversion
a Receipt or Receipts evidencing Depositary Shares representing Shares which in
the aggregate (including fractional Shares) would result in a fractional share
of Common Stock being deliverable by the Issuer upon such Shares' conversion at
the rate specified in the Certificate of Designation, the Issuer shall deliver
to such Owner payment in cash in lieu of such fractional share of Common Stock,
calculated in accordance with Section 4.12 of the Deposit Agreement. If a
Receipt or Receipts evidencing more than one Depositary Share shall be
surrendered for conversion of the Shares represented thereby at one time by the
same Owner, the number of shares of Common Stock and the amount of cash in lieu
of fractional shares deliverable by the Issuer upon such conversion shall be
computed on the basis of the aggregate number of Shares (including fractional
Shares) represented by Depositary Shares evidenced by the Receipt or Receipts so
surrendered.

            Upon the conversion of any Share for which a notice of conversion
has been provided to the Depositary or an agent of the Depositary by the Owner
of the Receipt or Receipts evidencing the Depositary Shares representing such
Share, dividends shall cease to accrue on the Shares as of the day immediately
preceding the date of conversion, such Depositary Shares shall be deemed no
longer outstanding, all rights of the Owner of the Receipt or Receipts
evidencing such Depositary Shares (except the right to receive (i) the Common
Stock to which such Owner is entitled upon conversion, (ii) any cash payable
with respect to any fractional shares of Common Stock otherwise deliverable by
the Issuer upon conversion, (iii) any Receipts evidencing Depositary Shares
representing Shares which were not so converted and (iv) any other securities,
property or cash to which such Owner is entitled hereunder) shall cease and
terminate, and the Receipt or Receipts evidencing such Depositary Shares shall
be cancelled.

5.    TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

            The Depositary, subject to the terms and conditions of the Deposit
Agreement, shall register transfers of Receipts on its transfer books from time
to time, upon any surrender of a Receipt, by the Owner in person or by a duly
authorized attorney, properly endorsed or accompanied by proper instruments of
transfer, and duly stamped as


                                      A-4
<PAGE>

may be required by the laws of the State of New York and of the United States of
America. Thereupon the Depositary shall execute a new Receipt or Receipts and
deliver the same to or upon the order of the person entitled thereto.

            The Depositary, subject to the terms and conditions of the Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of Depositary Shares
requested, evidencing the same aggregate number of Depositary Shares as the
Receipt or Receipts surrendered.

6.    REDEMPTION

            On August 15, 2009, the Issuer will be obligated to redeem all
outstanding Depositary Shares for cash, upon not less than 30 days nor more than
60 days' prior notice sent by first class mail to each Owner's registered
address, in an amount equal to 100% of the aggregate liquidation preference of
all Deposited Shares, plus accumulated and unpaid dividends to the date of
redemption.

7.    CHANGE IN CONTROL PUT RIGHT

            If a Change in Control (as defined in the Deposit Agreement) occurs,
each Owner of Depositary Shares will have the right to require the Issuer to
purchase all or any part of that Owner's Depositary Shares at a purchase price
equal to 100% of the liquidation preference of the Shares representing such
Depositary Shares, plus all accumulated and unpaid dividends on those Shares to
the date of purchase. Within 30 days following any Change in Control, the Issuer
will mail a notice to each Owner describing the Change in Control and offer to
purchase that Owner's Depositary Shares on the date specified in that notice,
which date will be no earlier than 30 days and no later than 60 days from the
date the notice is mailed. In connection with a Change in Control, the Issuer
will have the option to pay for Depositary Shares that have been tendered in
shares of the Issuer's Common Stock valued at 95% of the volume-weighted daily
trading price for the Issuer's Common Stock over the 10-day trading period
ending one trading day prior to the date of purchase; otherwise the Issuer will
pay for tendered Depositary Shares in cash.

            On the date scheduled for payment of the Depositary Shares, the
Depositary will, to the extent lawful, accept for payment all Depositary Shares
properly tendered. The Depositary will promptly mail or deliver to each Owner of
Depositary Shares so tendered the applicable payment for those Depositary
Shares, and the Depositary will promptly countersign and mail or deliver, or
cause to be transferred, to each Owner new Depositary Shares equal in
liquidation preference to any unpurchased portion of the Depositary Shares
surrendered, if any. The Issuer will publicly announce the result of its offer
on or as soon as practicable after the payment date for the purchase of the
Depositary Shares in connection with a Change in Control.


                                      A-5
<PAGE>

            The right of the Owners described in this section will be subject to
the obligation of the Issuer to repay certain obligations and indebtedness as
described in the Deposit Agreement. When the Issuer has satisfied these
obligations then, subject to the legal availability of funds for this purpose,
it will purchase all Depositary Shares tendered upon a Change in Control.

8.    LIABILITY OF OWNER FOR TAXES.

            If any tax or other governmental charge shall become payable with
respect to any Receipt or any Deposited Securities represented by Depositary
Shares evidenced by any Receipt or with respect to any mandatory or optional
conversion right, such tax or other governmental charge shall be payable by the
Owner of such Receipt to the Depositary. The Depositary may refuse to effect any
transfer of such Receipt or any withdrawal of Deposited Securities represented
by Depositary Shares evidenced by such Receipt or any such conversion or payment
of redemption or purchase amounts until such payment is made, and may withhold
any dividends or other distributions or payments, or may sell for the account of
the Owner thereof any part or all of the Deposited Securities represented by the
Depositary Shares evidenced by such Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge and the Owner of such Receipt shall remain liable for
any deficiency.

9.    FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

            Any Owner of a Receipt may be required from time to time to file
with the Depositary such proof of citizenship or residence, to execute such
certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper. The Depositary may withhold the registration of
transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities or the exercise of any mandatory or optional conversion
right or the delivery of any Common Stock upon such conversion or the payment of
any redemption or purchase amounts until such proof or other information is
filed or such certificates are executed or such representations and warranties
made.

10.   CHARGES OF DEPOSITARY.

            No fees, charges and expenses of the Depositary or any agent of the
Depositary hereunder or of any Registrar shall be payable by any person other
than the Issuer, except for any taxes (including transfer taxes, if any) and
other governmental charges and except as provided in this Deposit Agreement. All
other fees, charges and expenses of the Depositary and any agent of the
Depositary hereunder and of any Registrar incident to the performance of their
respective obligations hereunder shall be paid upon consultation and agreement
between the Depositary and the Issuer as to the amount and nature of such fees,
charges and expenses. The Depositary shall present its statement for fees,
charges and expenses to the Issuer once every month or at such other intervals
as the Issuer and the Depositary may agree.


                                      A-6
<PAGE>

11.   TITLE TO RECEIPTS.

            It is a condition of this Receipt and every successive holder and
Owner of this Receipt by accepting or holding the same consents and agrees, that
title to this Receipt when properly endorsed or accompanied by proper
instruments of transfer, is transferable by delivery with the same effect as in
the case of a negotiable instrument; provided, however, that the Depositary,
notwithstanding any notice to the contrary, may treat the person in whose name
this Receipt is registered on the books of the Depositary 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.   VALIDITY OF RECEIPT.

            This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual or facsimile signature of a
duly authorized signatory of the Depositary and, if a Registrar for the Receipts
shall have been appointed, countersigned by the manual signature of a duly
authorized signatory of the Registrar.

13.   REPORTS.

            The Depositary shall make available for inspection by Owners at its
Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Issuer which are both (i) received by the
Depositary as the holder of the Deposited Securities and (ii) made generally
available to the holders of such Deposited Securities by the Issuer. The Issuer
agrees that it shall deliver to the Depositary, and the Depositary shall,
promptly after receipt thereof, transmit to the Owners of the 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 Depositary Shares are listed or
by the Restated Certificate of Incorporation or the Certificate of Designation
to be furnished by the Issuer to holders of Shares. Such transmission shall be
at the Issuer's expense and the Issuer shall 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 Owners of Receipts at the Issuer's
expense such other documents as may be requested by the Issuer.

14.   DIVIDENDS AND DISTRIBUTIONS.

Cash Distributions.

            Whenever the Depositary shall receive any cash dividend or other
cash distribution on any Deposited Securities (other than cash dividends or cash
distributions paid by the Issuer to the Depositary in lieu of fractional shares
of Common Stock otherwise deliverable by the Issuer upon conversion of the
Depositary Shares or purchase


                                      A-7
<PAGE>

of the Depositary Shares upon a Change in Control), the Depositary shall
distribute the dividend or distribution thus received to the Owners entitled
thereto, in proportion, insofar as practicable, to the number of Depositary
Shares representing such Deposited Securities held by them respectively. In the
event that the Issuer or the Depositary shall be required to withhold and does
withhold from any such cash dividend or such other cash distribution an amount
on account of taxes, the amount distributed to the Owner of the Receipts
evidencing Depositary Shares representing such Deposited Securities shall be
reduced accordingly. The Depositary shall distribute only such amount, however,
as can be distributed without attributing to any Owner a fraction of one cent.
Any such fractional amounts shall be rounded to the nearest whole cent and so
distributed to Owners entitled thereto. The Depositary will forward to the
Issuer or its agent such information from its records as the Issuer may
reasonably request to enable the Issuer or its agent to file necessary reports
with governmental agencies. The Depositary will distribute cash dividends to any
Owner on the basis of such Owner's aggregate record holdings of Depositary
Shares.

Regular Share Dividends Payable in Common Stock.

            Pursuant to and subject to the terms of the Certificate of
Designation, the Issuer may pay dividends (in whole or in part) on the Shares
through the delivery of shares of Common Stock, so long as shares of Common
Stock delivered in payment of a dividend are delivered on the regular dividend
payment date (as set forth in the Certificate of Designation) for such dividend.
Dividends paid by the Issuer on Shares represented by Depositary Shares shall be
paid to the Depositary, as record holder of such Shares (assuming the Depositary
was also the record holder for such Shares on the related record date for such
dividend payment). The Depositary shall distribute, on the related regular
dividend payment date, shares of Common Stock paid to it by the Issuer as
dividends on the Shares to persons who were Owners on the related record date
for such dividend. The Depositary shall distribute to, each such Owner on such
date, for each Depositary Share evidenced by a Receipt or Receipts held by such
Owner on the related record date for such dividend (it being understood that the
number of fractional shares of Common Stock to which such Owner is entitled with
respect to such dividend shall be determined on the basis of its aggregate
holdings of such Depositary Shares), (i) a number of shares (subject to clause
(ii) of this sentence) of Common Stock equal to one-one hundredth of the number
of shares of Common Stock (including fractional shares) payable per Share in
payment of the related dividend as determined pursuant to the Certificate of
Designation and (ii) the amount of cash to which such Owner is entitled in lieu
of fractional shares of Common Stock otherwise distributable by the Depositary
under clause (i). The Issuer shall deposit with the Depositary, on or prior to
the regular dividend payment date (as set forth in the Certificate of
Designation) for any dividend which the Issuer has elected to pay in whole or in
part in shares of Common Stock, for each Owner which held a Receipt or Receipts
on the related record date for such dividend as established by the Depositary,
(i) certificates for the number of shares of Common Stock and (ii) the amount of
cash in lieu of fractional shares to which such Owner is entitled pursuant to
the preceding sentence.


                                      A-8
<PAGE>

Distributions Other Than Cash, Share Dividends Paid in Common Stock,
Shares or Rights.

            Subject to the provisions of Section 4.8 of the Deposit Agreement,
whenever the Depositary shall receive any distribution other than a distribution
described in Sections 4.1, 4.2, 4.4 or 4.5 of the Deposit Agreement, the
Depositary shall cause the securities or property received by it to be
distributed to the Owners entitled thereto, in proportion to the number of
Depositary Shares representing Deposited Securities held by them respectively,
in any manner that the Depositary may, with the consent of the Issuer, not to be
unreasonably withheld, deem equitable and practicable for accomplishing such
distribution.

Distributions in Shares.

            If any distribution upon any Deposited Securities consists of a
dividend in, or free distribution of, Shares, the Depositary may, and shall if
the Issuer shall so request, distribute to the Owners of outstanding Receipts
entitled thereto, in proportion to the number of Depositary Shares representing
such Deposited Securities held by them respectively, additional Receipts
evidencing an aggregate number of Depositary Shares representing the amount of
Shares received as such dividend or free distribution, subject to the terms and
conditions of the Deposit Agreement with respect to the deposit of Shares and
the issuance of Depositary Shares evidenced by Receipts, including the
withholding of any tax or other governmental charge as provided in the Deposit
Agreement. In lieu of delivering Receipts for fractional Depositary Shares in
any such case, the Depositary shall sell the amount of Shares represented by the
aggregate of such fractions and distribute the net proceeds, all in the manner
and subject to the conditions described in the Deposit Agreement, or, if the
Depositary deems such sale and distribution not feasible, the Depositary may,
with the approval of the Issuer, adopt such method as it shall deem equitable
and practicable in substitution for delivering Receipts for fractional
Depositary Shares.

RIGHTS.

            In the event that the Issuer shall offer or cause to be offered to
the holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason, the Depositary may not either make such rights available
to any Owners or dispose of such rights and make the net proceeds available to
such Owners, then the Depositary shall allow the rights to lapse.

15.   RECORD DATES.

            Whenever any cash dividend or other cash distribution or any
dividend to be paid by the Issuer in shares of Common Stock shall become payable
or any


                                      A-9
<PAGE>

distribution other than cash shall be made, or whenever any rights, preferences
or privileges shall be offered or issued with respect to the Deposited
Securities, or whenever for any reason the Depositary causes a change in the
number of Shares that are represented by each Depositary Share, or whenever the
Depositary shall receive notice of any meeting at which holders of Shares are
entitled to vote or of which holders of Shares are entitled to notice, the
Depositary shall fix a record date (which shall be the same date as the record
date fixed by the Issuer in respect of the Shares) (i) for the determination of
the Owners who shall be (a) entitled to receive such dividend, distribution,
rights, preferences or privileges or the net proceeds of the sale thereof or (b)
entitled to give instructions for the exercise of voting rights at any such
meeting, or (ii) on or after which each Depositary Share will represent the
changed number of Shares.

16.   VOTING OF DEPOSITED SECURITIES.

            Upon receipt of notice of any meeting at which the holders of Shares
are entitled to vote, the Depositary shall, as soon as practicable thereafter,
mail to the Owners a notice, which shall be provided by the Issuer and which
shall contain (i) such information as is contained in such notice of meeting,
and (ii) a statement that the Owners as of the close of business on a specified
record date fixed by the Depositary pursuant to the Deposit Agreement shall be
entitled, subject to any applicable provision of law, the Restated Certificate
of Incorporation or the by-laws of the Issuer, to instruct the Depositary as to
the exercise of the voting rights pertaining to the amount of Shares or other
Deposited Securities represented by their respective Depositary Shares and (iii)
a statement as to the manner in which such instructions may be given. Upon the
written request of an Owner on such record date, the Depositary shall endeavor,
in so far as practicable, to vote or cause to be voted the amount of Shares or
other Deposited Securities represented by the Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request. The
Issuer agrees to take all reasonable action that may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Shares or cause such
Shares to be voted. In the absence of specific instructions from the Owner of a
Receipt, the Depositary will abstain from voting to the extent of the Shares
represented by the Depositary Shares evidenced by such Receipt.

17.   FRACTIONAL SHARES.

            No fractional shares of Common Stock will be delivered by the Issuer
or the Depositary, as applicable, to the Owners of Receipts upon mandatory or
optional conversion into shares of Common Stock, upon a Change in Control or for
payment of dividends in Common Stock or any combination of the above.

            In lieu of any fractional share otherwise deliverable in respect of
the aggregate number of Depositary Shares evidenced by a Receipt or Receipts of
any Owner that are converted upon mandatory conversion, such Owner shall be
entitled to receive an amount in cash equal to the same fraction of the Closing
Price (as defined in the Deposit Agreement) of the Common Stock as of the fifth
Trading Day (as defined in the Deposit Agreement) immediately preceding the
Mandatory Conversion Date.


                                      A-10
<PAGE>

            In lieu of any fractional share otherwise deliverable in respect of
the aggregate number of Shares represented by Depositary Shares evidenced by a
Receipt or Receipts of any Owner that are converted upon any optional conversion
or upon a Change in Control, such Owner shall be entitled to receive an amount
in cash equal to the same fraction of the Closing Price of the Common Stock as
of the second Trading Day immediately preceding the effective date of conversion
or the date of purchase in the case of a Change in Control.

            If a Receipt or Receipts evidencing more than one Depositary Share
are surrendered for conversion at one time by or for the same Owner, the number
of shares of Common Stock and the amount of cash in lieu of fractional shares
deliverable upon conversion shall be computed on the basis of the aggregate
number of Depositary Shares evidenced by the Receipt or Receipts so surrendered.

            No fractional shares of Common Stock will be delivered by the
Depositary to persons who were Owners on the related record date for a dividend
on the Shares in connection with the Depositary's distribution of a dividend on
the Shares paid by the Issuer to it in shares of Common Stock. In lieu of any
fractional share otherwise so deliverable, such Owners shall be entitled to
receive an amount in cash equal to the same fraction of the Closing Price of the
Common Stock determined as of the fifth Trading Day immediately preceding the
dividend payment date. On the Mandatory Conversion Date or the date the Issuer
purchases any Depositary Shares upon a Change in Control, the fractional share
of Common Stock that any Owner would otherwise be entitled to receive shall be
determined by adding all the fractional shares such Owner would be entitled to
receive (i) on the mandatory conversion or purchase of all Depositary Shares
evidenced by Receipts held by such Owner and (ii) on the payment of the regular
quarterly dividend on all Depositary Shares evidenced by Receipts held by such
Owner at the related record date. On the Mandatory Conversion Date, the Issuer
may, at its option, deliver any whole number of shares of Common Stock resulting
from the addition of fractional shares resulting from (i) and (ii) above in
shares of Common Stock and any remaining fractional shares in cash beginning
with holders entitled to the largest fractional shares.

            In the event that (i) mandatory conversions of the Depositary
Shares, (ii) optional conversions of the Depositary Shares, (iii) purchases of
Depositary Shares upon a Change in Control, (iv) Depositary deliveries of shares
of Common Stock as dividends on the Depositary Shares or (v) the combination of
any of the foregoing result in any Owner of Receipts evidencing Depositary
Shares being entitled to cash in lieu of a fractional share on the related date
of conversion, purchase or dividend payment date, as applicable, the Issuer will
deliver (either directly or through the Depositary, as applicable) to all such
Owners cash in an amount equal to the total amount of cash to which all such
Owners of Receipts are entitled in lieu of fractional shares on such date.

            If payment in cash in lieu of fractional shares of Common Stock in
accordance with the foregoing would result in the Issuer's failure to be in
compliance with any debt instrument to which it is a party, the Issuer shall be
entitled to deliver


                                      A-11
<PAGE>

(either directly or through the Depositary, as applicable) a whole share of
Common Stock in lieu of cash to Owners entitled to fractional shares of Common
Stock (beginning with the Owners entitled to the largest fractional shares)
until delivery of cash in lieu of fractional shares of Common Stock to the
remaining Owners would no longer result in the Issuer's failure to be in
compliance with such debt instrument.

18.   LIABILITY OF ISSUER AND DEPOSITARY.

            The Issuer assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to Owners or holders of Receipts except
that it agrees to perform its obligations specifically set forth herein without
gross negligence or willful misconduct.

            The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or holder of any Receipt
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without gross negligence or
willful misconduct.

            Neither the Depositary nor the Issuer shall be under any obligation
to appear in, prosecute or defend any action, suit or other proceeding in
respect of any Deposited Securities or in respect of the Receipts, which in its
opinion may involve it in expense or liability, unless indemnity satisfactory to
it against all expense and liability shall be furnished as often as may be
required.

            Neither the Depositary nor the Issuer shall be liable for any action
or nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or any
other person believed by it in good faith to be competent to give such advice or
information.

            The Depositary shall not be liable for any acts or omissions made by
a successor depositary whether in connection with a previous act or omission of
the Depositary or in connection with any matter arising wholly after the removal
or resignation of the Depositary, provided that in connection with the issue out
of which such potential liability arises the Depositary performed its
obligations without gross negligence or willful misconduct while it acted as
Depositary.

            The Depositary shall not be responsible for any failure to carry out
any instructions to vote any of the Deposited Securities, or for the manner in
which any such vote is cast or the effect of any such vote, provided that any
such action or nonaction is in good faith.

            The Depositary may execute any of its powers hereunder or perform
any duties hereunder either directly or by or through agents, attorneys or
independent contractors and the Depositary will not be responsible for any
misconduct or negligence


                                      A-12
<PAGE>

on the part of any agent, attorney or independent contractor appointed with due
care by it hereunder and exercising the care required of the Depositary
hereunder.

            The rights, privileges, protections, immunities and benefits given
to the Depositary, including, without limitation, its right to be indemnified,
are extended to, and shall be enforceable by, the Depositary, and each agent,
custodian and other person employed to act hereunder.

19.   RESIGNATION AND REMOVAL OF THE DEPOSITARY.

            The Depositary may at any time resign as Depositary hereunder by
written notice of its election so to do delivered to the Issuer, 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 Issuer by written
notice of such removal effective upon the appointment of a successor depositary
and its acceptance of such appointment as hereinafter provided.

            If the instrument of acceptance by the successor depositary required
by this Section shall not have been delivered to the Depositary within 50 days
after the giving of such notice of resignation or removal, the Depositary may,
at the expense of the Issuer, petition any court of competent jurisdiction for
the appointment of a successor Depositary with respect to the Receipts. In case
at any time the Depositary acting hereunder shall resign or be removed, the
Issuer shall use its best efforts to appoint a successor depositary, which shall
be a bank or trust company having an office in the Borough of Manhattan, The
City of New York and having a combined capital and surplus of at least
$50,000,000. Every successor depositary shall execute and deliver to its
predecessor and to the Issuer 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; but such predecessor, nevertheless, upon payment
of all sums due it and on the written request of the Issuer shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Deposited Securities to such successor, and shall
deliver to such successor a list of the Owners of all outstanding Receipts. Any
such successor depositary shall promptly mail notice of its appointment to the
Owners.

            Any corporation into or with which the Depositary may be merged or
consolidated or to which the Depositary shall sell all or substantially all of
its corporate trust or stock transfer business shall be the successor of the
Depositary without the execution or filing of any document or any further act.


                                      A-13
<PAGE>

20.   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 Issuer
and the Depositary in any respect that they may deem necessary or desirable. Any
amendment that shall impose any fees, taxes or charges (other than taxes and
other governmental charges, fees and expenses provided for herein or in the
Receipts), or that shall otherwise prejudice any substantial existing right of
Owners of Receipts, shall not become effective as to outstanding Receipts until
the expiration of 90 days after notice of such amendment shall have been given
to the Owners of outstanding Receipts. Every Owner 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 this Deposit Agreement, of any
Owner to surrender any Receipt or Receipts evidencing Depositary Shares
representing Shares with instructions to the Depositary or an applicable agent
of the Depositary to deliver to the Owner such Shares or to cause the conversion
of such Shares into Common Stock and cash for fractional shares of Common Stock
and, in each case, all money and other property, if any, represented thereby,
except in order to comply with mandatory provisions of applicable law.

21.   TERMINATION OF DEPOSIT AGREEMENT.

            This Deposit Agreement shall terminate at the close of business on
the earliest of (a) the Mandatory Conversion Date (provided all then outstanding
Depositary Shares are converted) or the first date on which all the Depositary
Shares shall have been converted into shares of Common Stock pursuant to Section
2.10 of the Deposit Agreement, in each case upon distribution by the Depositary
to each Owner entitled thereto of (i) shares of Common Stock and cash (whether
in lieu of fractional shares or otherwise) received by the Depositary from the
Issuer for mandatory conversion of, and/or dividend payments on, the Depositary
Shares evidenced by the Receipt or Receipts held by such Owner and (ii) all
other securities, property and cash then held by the Depositary hereunder, (b)
the date the Issuer purchases all the outstanding Depositary Shares upon a
Change in Control pursuant to Section 2.12 of the Deposit Agreement upon
distribution by the Depositary to each Owner entitled thereto of the cash or
Common Stock such Owner is entitled to pursuant to this Agreement, (c) the date
the Issuer redeems all the outstanding Depositary Shares pursuant to Section
2.11 of the Deposit Agreement upon distribution by the Depositary to each Owner
entitled thereto of the cash such Owner is entitled thereto pursuant to this
Agreement and (d) the first date for any of the foregoing reasons (or
combinations thereof) there shall be no Depositary Shares outstanding. If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under this Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights as provided
in this Deposit Agreement,


                                      A-14
<PAGE>

and shall continue to deliver Deposited Securities, together with any dividends
or other distributions received with respect thereto and the net proceeds of the
sale of any rights or other property, in exchange for Receipts surrendered to
the Depositary (after deducting, in each case, any applicable taxes or
governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
hereunder and may thereafter hold uninvested the net proceeds of any such sale,
together with any other cash then held by it hereunder, unsegregated and without
liability for interest, for the pro rata benefit of the Owners of Receipts which
have not theretofore been surrendered, such Owners thereupon becoming general
creditors of the Depositary with respect to such net proceeds. After making such
sale, the Depositary shall be discharged from all obligations under this Deposit
Agreement, except to account for such net proceeds and other cash (after
deducting, in each case, any applicable taxes or governmental charges). Upon the
termination of this Deposit Agreement, the Issuer shall be discharged from all
obligations under this Deposit Agreement except for its obligations to the
Depositary under Sections 5.6 and 5.7 of the Deposit Agreement.


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