exv4w8



 






Exhibit 4.8










McKESSON CORPORATION




and




                                                            ,



As Depositary




and




HOLDERS OF DEPOSITARY RECEIPTS










DEPOSIT AGREEMENT










Dated as of                                                              ,                     










 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	 	Page
	Parties
	 	 	1	 
	Recitals
	 	 	1	 
	 
	 	 	 	 
	ARTICLE I DEFINITIONS
	 	 	1	 
	 
	 	 	 	 
	“Certificate of Designations”
	 	 	1	 
	“Certificate of Incorporation”
	 	 	1	 
	“Common Stock”
	 	 	1	 
	“Company”
	 	 	1	 
	“Corporate Office”
	 	 	1	 
	“Deposit Agreement”
	 	 	2	 
	“Depositary”
	 	 	2	 
	“Depositary Share”
	 	 	2	 
	“Depositary’s Agent”
	 	 	2	 
	“New York Office”
	 	 	2	 
	“Receipt”
	 	 	2	 
	“record holder”
	 	 	2	 
	“Registrar”
	 	 	2	 
	“Securities Act”
	 	 	2	 
	“Stock”
	 	 	2	 
	 
	 	 	 	 
	ARTICLE II FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND
DELIVERY, TRANSFER, SURRENDER, REDEMPTION AND CONVERSION OF
RECEIPTS
	 	 	3	 
	 
	 	 	 	 
	SECTION 2.01. Form and Transfer of Receipts
	 	 	3	 
	SECTION 2.02. Temporary Receipts
	 	 	3	 
	SECTION 2.03. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof
	 	 	4	 
	SECTION 2.04. Redemption and Conversion of Stock
	 	 	5	 
	SECTION 2.05. Register of Transfer of Receipts
	 	 	7	 
	SECTION 2.06. Combination and Split-ups of Receipts
	 	 	7	 
	SECTION 2.07. Surrender of Receipts and Withdrawal of Stock
	 	 	8	 
	SECTION 2.08. Limitations on Execution and Delivery, Transfer, Split-up, Combination,
Surrender and Exchange of Receipts and Withdrawal or Deposit of Stock
	 	 	9	 
	SECTION 2.09. Lost Receipts, etc
	 	 	9	 
	SECTION 2.10. Cancellation and Destruction of Surrendered Receipts
	 	 	9	 
	 
	 	 	 	 
	ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY
	 	 	10	 
	 
	 	 	 	 
	SECTION 3.01. Filing Proofs, Certificates and Other Information
	 	 	10	 
	SECTION 3.02. Payment of Taxes or Other Governmental Charges
	 	 	10	 
	SECTION 3.03. Withholding
	 	 	10	 
	SECTION 3.04. Representations and Warranties as to Stock
	 	 	11	 






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	 	 	 	Page
	ARTICLE IV THE STOCK, NOTICES
	 	 	11	 
	 
	 	 	 	 
	SECTION 4.01. Cash Distributions
	 	 	11	 
	SECTION 4.02. Distributions Other Than Cash
	 	 	11	 
	SECTION 4.03. Subscription Rights, Preferences or Privileges
	 	 	12	 
	SECTION 4.04. Notice of Dividends, Fixing of Record Date for Holders of Receipts
	 	 	12	 
	SECTION 4.05. Voting Rights
	 	 	13	 
	SECTION 4.06. Changes Affecting Stock and Reclassifications, Recapitalizations, etc.
	 	 	13	 
	SECTION 4.07. Reports
	 	 	14	 
	SECTION 4.08. Lists of Receipt Holders
	 	 	14	 
	 
	 	 	 	 
	ARTICLE V THE DEPOSITARY, THE
DEPOSITARY’S
AGENTS, THE
REGISTRAR AND THE
COMPANY
	 	 	14	 
	 
	 	 	 	 
	SECTION 5.01. Maintenance of Offices, Agencies, Transfer Books by the Depositary; the
Registrar
	 	 	14	 
	SECTION 5.02. Prevention or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Company
	 	 	15	 
	SECTION 5.03. Obligations of the Depositary, the Depositary’s Agents, the Registrar and
the Company
	 	 	15	 
	SECTION 5.04. Resignation and Removal of the Depositary, Appointment of Successor
Depositary
	 	 	17	 
	SECTION 5.05. Corporate Notices and Reports
	 	 	17	 
	SECTION 5.06. Deposit of Stock by the Company
	 	 	18	 
	SECTION 5.07. Indemnification by the Company
	 	 	18	 
	SECTION 5.08. Fees, Charges and Expenses
	 	 	18	 
	 
	 	 	 	 
	ARTICLE VI AMENDMENT AND TERMINATION
	 	 	18	 
	 
	 	 	 	 
	SECTION 6.01. Amendment
	 	 	18	 
	SECTION 6.02. Termination
	 	 	19	 
	 
	 	 	 	 
	ARTICLE VII MISCELLANEOUS
	 	 	20	 
	 
	 	 	 	 
	SECTION 7.01. Counterparts
	 	 	20	 
	SECTION 7.02. Exclusive Benefits of Parties
	 	 	20	 
	SECTION 7.03. Invalidity of Provisions
	 	 	20	 
	SECTION 7.04. Notices
	 	 	20	 
	SECTION 7.05. Depositary’s Agents
	 	 	21	 
	SECTION 7.06. Holders of Receipts Are Parties
	 	 	21	 
	SECTION 7.07. Governing Law
	 	 	21	 
	SECTION 7.08. Headings
	 	 	21	 
	EXHIBIT A
	 	 	A-1	 






ii 









 






DEPOSIT AGREEMENT




          DEPOSIT AGREEMENT, dated as of ______, ___, among McKesson Corporation, a Delaware
corporation, ______, a ___banking corporation, as Depositary, and all
holders from time to time of Receipts issued hereunder.




W I T N E S S E T H:




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




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




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




ARTICLE I




DEFINITIONS




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




          “Certificate of Designations” shall mean the Certificate of Designations establishing and
setting forth the rights, preferences, privileges and limitations of the Stock.




          “Certificate of Incorporation” shall mean the Restated Certificate of Incorporation, as
amended and restated from time to time, of the Company.




          “Common Stock” shall mean the Company’s Common Stock, par value $0.01 per share.




          “Company” shall mean McKesson Corporation, a Delaware corporation, and its successors.




          “Corporate Office” shall mean the office of the Depositary in ______, ______at
which at any particular time its business in respect of matters governed by this Deposit Agreement
shall be administered, which at the date of this Deposit Agreement is located at
______.




1









 








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




          “Depositary” shall mean ______, as Depositary hereunder, and any
successor as Depositary hereunder.




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




          “Depositary’s Agent” shall mean an agent appointed by the Depositary as provided, and for the
purposes specified, in Section 7.05.




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




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




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




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




          “Securities Act” shall mean the Securities Act of 1933, as amended.




          “Stock” shall mean shares of the Company’s ______Series Preferred Stock, $0.01 par
value.




2









 








ARTICLE II




FORM OF RECEIPTS, DEPOSIT OF STOCK,

EXECUTION AND DELIVERY, TRANSFER, SURRENDER,

REDEMPTION AND CONVERSION OF RECEIPTS




          SECTION 2.01. Form and Transfer of Receipts.




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




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




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




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




          SECTION 2.02. Temporary Receipts.




          Pending the preparation of definitive Receipts, the Depositary may, upon written order of the
Company, issue temporary Receipts substantially identical to (and entitling the holders thereof to
all the rights pertaining to) the definitive Receipts but not in definitive form.




3









 








Definitive Receipts will be prepared thereafter without unreasonable delay, and such temporary
Receipts will be exchangeable for definitive Receipts at the Company’s expense.




          SECTION 2.03. Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof.




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




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




          Upon receipt by the Depositary of a certificate or certificates for Stock to be deposited
hereunder, together with the other documents specified above, the Depositary, subject to the terms
and conditions of this Deposit Agreement, shall execute and deliver, to or upon the order of the
person or persons named in the written order delivered to the Depositary referred to in the first
paragraph of this Section 2.03, a Receipt or Receipts for the number of whole Depositary Shares
representing the Stock so deposited and registered in such name or names as may be requested by
such person or persons. The Depositary shall execute and deliver such Receipt or Receipts at the
New York Office, except that, at the request, risk and expense of any person requesting such
delivery and for the account of such person, such delivery may be made at such other place as may
be designated by such person. In each case, delivery will be made only upon payment by such person
to the Depositary of all taxes and other governmental charges and any fees payable in connection
with such deposit and the transfer of the deposited Stock.




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




4









 








          SECTION 2.04. Redemption and Conversion of Stock.*




          Whenever the Company shall elect to redeem or be required to convert shares of Stock into
shares of Common Stock in accordance with the Certificate of Designations, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary in its capacity as Depositary
not less than 5 business days’ prior notice of the proposed date of the mailing of a notice of
redemption or conversion of Stock and the simultaneous redemption or conversion of the Depositary
Shares representing the Stock to be redeemed or converted and of the number of such shares of Stock
held by the Depositary to be redeemed or converted. The Depositary shall, as directed by the
Company in writing, mail, first class postage prepaid, notice of the redemption or conversion of
Stock and the proposed simultaneous redemption or conversion of the Depositary Shares representing
the Stock to be redeemed or converted, not less than 30 and not more than 60 days prior to the date
fixed for redemption or conversion of such Stock and Depositary Shares, to the record holders of
the Receipts evidencing the Depositary Shares to be so redeemed or converted, at the addresses of
such holders as the same appear on the records of the Depositary; provided, that if the
effectiveness of a Merger or Consolidation (as defined in the Certificate of Designations) makes it
impracticable to provide at least 30 days’ notice, the Depositary shall provide such notice as soon
as practicable prior to such effectiveness. Any such notice shall also be published in the same
manner as notices of redemption or conversion of Stock are required to be published pursuant to the
Certificate of Designations. Notwithstanding the foregoing, neither failure to mail or publish any
such notice to one or more such holders nor any defect in any notice shall affect the sufficiency
of the proceedings for redemption or conversion. The Company shall provide the Depositary with
such notice, and each such notice shall state: the redemption or conversion date; the number of
Depositary Shares to be redeemed or converted; if fewer than all the Depositary Shares held by any
holder are to be redeemed, the number of such Depositary Shares held by such holder to be so
redeemed; in the case of a call for redemption, the call price payable upon redemption and the
Current Market Price (as defined in the Certificate of Designations to be used to calculate the
number of shares of Common Stock deliverable upon redemption; whether the Company is exercising any
option to deliver shares of Common Stock in lieu of any cash consideration pursuant to the
Certificate of Designations and the Current Market Price to be used to calculate the number of such
shares; the place or places where Receipts evidencing Depositary Shares to be redeemed or converted
are to be surrendered for redemption or conversion; whether the Company is depositing with a bank
or trust company on or before the redemption or conversion date, the shares of Common Stock and
cash, if any, payable by the Company and the proposed date of such deposit; the amount of accrued
and unpaid dividends payable per share of Stock to be redeemed or converted to and including such
redemption or conversion date, as the case may be, and that dividends in respect of the Stock
represented by the Depositary Shares to be redeemed or converted will cease to accrue on such
redemption or conversion date (unless the Company shall default in delivering shares of Common
Stock and cash, if any, at the time and place specified in such notice). On the date of any such
redemption or conversion, the Depositary shall surrender the certificate or certificates held by
the Depositary evidencing the number of shares of Stock to be redeemed or converted in










	* This section to be modified to discuss
specific redemption or conversion terms of the Stock, if any.




5









 










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




          Notice having been mailed by the Depositary as aforesaid, from and after the redemption or
conversion date (unless the Company shall have failed to redeem or convert the shares of Stock to
be redeemed or converted by it upon the surrender of the certificate or certificates therefor by
the Depositary as described in the preceding paragraph), the Depositary Shares called for
redemption or subject to conversion shall be deemed no longer to be outstanding and all rights of
the holders of Receipts evidencing such Depositary Shares (except the right to receive the shares
of Common Stock and cash, if any, payable upon redemption or conversion upon surrender of such
Receipts) shall, to the extent of such Depositary Shares, cease and terminate. Upon surrender in
accordance with said notice of the Receipts evidencing such Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary shall so require), such Depositary Shares shall be
converted into or redeemed for shares of Common Stock at a rate equal to ______of the
number of shares of Common Stock delivered, and the holders thereof shall be entitled to
______of the cash, if any, payable, in respect of the shares of Stock pursuant to the
Certificate of Designations. The foregoing shall be subject further to the terms and conditions of
the Certificate of Designations.




          If fewer than all of the Depositary Shares evidenced by a Receipt are called for redemption,
the Depositary will deliver to the holder of such Receipt upon its surrender to the Depositary,
together with the shares of Common Stock and all accrued and unpaid dividends to and including the
date fixed for redemption payable in respect of the Depositary Shares called for redemption, a new
Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for
redemption.




          To the extent that Depositary Shares are converted into or redeemed for shares of Common Stock
and all of such shares of Common Stock cannot be distributed to the record holders of Receipts
converted or called for redemption without creating fractional interests in such shares, the
Depositary may, with the consent of the Company, adopt such method as it





6









 








deems equitable and practicable for the purpose of effecting such distribution, including the
sale (at public or private sale) of such shares of Common Stock at such place or places and upon
such terms as it may deem proper, and the net proceeds of any such sale shall, subject to Section
3.02, be distributed or made available for distribution to such record holders that would otherwise
receive fractional interests in such shares of Common Stock.




          The Depositary shall not be required (a) to issue, transfer or exchange any Receipts for a
period beginning at the opening of business 15 days next preceding any selection of Depositary
Shares and Stock to be redeemed and ending at the close of business on the day of the mailing of
notice of redemption of Depositary Shares or (b) to transfer or exchange for another Receipt any
Receipt evidencing Depositary Shares called or being called for redemption, in whole or in part, or
subject to conversion except as provided in the second preceding paragraph of this Section 2.04.




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




          SECTION 2.05. Register of Transfer of Receipts.




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




          SECTION 2.06. Combination and Split-ups of Receipts.




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




7









 








SECTION 2.07. Surrender of Receipts and Withdrawal of Stock.*




          Any holder of a Receipt or Receipts may withdraw any or all of the Stock (but only in whole
shares of Stock) represented by the Depositary Shares evidenced by such Receipts and all money and
other property, if any, represented by such Depositary Shares by surrendering such Receipt or
Receipts at the Corporate Office, the New York Office or at such other office as the Depositary may
designate for such withdrawals. After such surrender, without unreasonable delay, the Depositary
shall deliver to such holder, or to the person or persons designated by such holder as hereinafter
provided, the whole number of shares of Stock and all such money and other property, if any,
represented by the Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal. If the Receipt or Receipts delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of the number of whole
Depositary Shares representing the whole number of shares of Stock to be withdrawn, the Depositary
shall at the same time, in addition to such whole number of shares of Stock and such money and
other property, if any, to be withdrawn, deliver to such holder, or (subject to Section 2.05) upon
his order, a new Receipt or Receipts evidencing such excess number of whole Depositary Shares.
Delivery of the Stock and such money and other property being withdrawn may be made by the delivery
of such certificates, documents of title and other instruments as the Depositary may deem
appropriate, which, if required by the Depositary, shall be properly endorsed or accompanied by
proper instruments of transfer.




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




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










	* This Section to be modified to reflect any
restrictions on withdrawal of underlying securities.




8









 










          SECTION 2.08. Limitations on Execution and Delivery, Transfer, Split-up, Combination,
Surrender and Exchange of Receipts and Withdrawal or Deposit of Stock.




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




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




          SECTION 2.09. Lost Receipts, etc.




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




          SECTION 2.10. Cancellation and Destruction of Surrendered Receipts.




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




9









 








ARTICLE III




CERTAIN OBLIGATIONS OF HOLDERS

OF RECEIPTS AND THE COMPANY




          SECTION 3.01. Filing Proofs, Certificates and Other Information.




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




          SECTION 3.02. Payment of Taxes or Other Governmental Charges.




          If any tax or other governmental charge shall become payable by or on behalf of the Depositary
with respect to (a) any Receipt, (b) the Depositary Shares evidenced by such Receipt, (c) the Stock
(or fractional interest therein) or other property represented by such Depositary Shares, or (d)
any transaction referred to in Section 4.06, such tax (including transfer, issuance or acquisition
taxes, if any) or governmental charge shall be payable by the holder of such Receipt, who shall pay
the amount thereof to the Depositary. Until such payment is made, registration of transfer of any
Receipt or any split-up or combination thereof or any withdrawal of the Stock or money or other
property, if any, represented by the Depositary Shares evidenced by such Receipt may be refused,
any dividend or other distribution may be withheld and any part or all of the Stock or other
property (including Common Stock received in connection with a conversion or redemption of Stock)
represented by the Depositary Shares evidenced by such Receipt may be sold for the account of the
holder thereof (after attempting by reasonable means to notify such holder prior to such sale).
Any dividend or other distribution so withheld and the proceeds of any such sale may be applied to
any payment of such tax or other governmental charge, the holder of such Receipt remaining liable
for any deficiency.




          SECTION 3.03. Withholding.




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




10









 








          SECTION 3.04. Representations and Warranties as to Stock.




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




ARTICLE IV




THE STOCK, NOTICES




          SECTION 4.01. Cash Distributions.




          Whenever the Depositary shall receive any cash dividend or other cash distribution on the
Stock, the Depositary shall, subject to Section 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly as
practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts
held by such holders; provided, however, that in case the Company or the Depositary shall be
required by law to withhold and does withhold from any cash dividend or other cash distribution in
respect of the Stock an amount on account of taxes, the amount made available for distribution or
distributed in respect of Depositary Shares shall be reduced accordingly. The Depositary shall
distribute or make available for distribution, as the case may be, only such amount, however, as
can be distributed without attributing to any owner of Depositary Shares a fraction of one cent and
any balance not so distributable shall be held by the Depositary (without liability for interest
thereon) and shall be added to and be treated as part of the next sum received by the Depositary
for distribution to record holders of Receipts then outstanding.




          SECTION 4.02. Distributions Other Than Cash.




          Whenever the Depositary shall receive any distribution other than cash, rights, preferences or
privileges upon the Stock, the Depositary shall, subject to Section 3.02, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the
securities or property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any
manner that the Depositary and the Company may deem equitable and practicable for accomplishing
such distribution. If, in the opinion of the Company after consultation with the Depositary, such
distribution cannot be made proportionately among such record holders, or if for any other reason
(including any tax withholding or securities law requirement), the Depositary deems, after
consultation with the Company, such distribution not to be feasible, the Depositary may, with the
approval of the Company which approval shall not be unreasonably withheld, adopt such method as it
deems equitable and practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any part thereof, at
such place or places and upon such terms as it may deem proper. The net proceeds of any such sale
shall, subject to Section 3.02, be distributed or made available





11









 








for distribution, as the case may be, by the Depositary to record holders of Receipts as
provided by Section 4.01 in the case of a distribution received in cash.




          SECTION 4.03. Subscription Rights, Preferences or Privileges.




          If the Company shall at any time offer or cause to be offered to the persons in whose names
Stock is registered on the books of the Company any rights, preferences or privileges to subscribe
for or to purchase any securities or any rights, preferences or privileges of any other nature,
such rights, preferences or privileges shall in each such instance be made available by the
Depositary to the record holders of Receipts in such manner as the Company shall instruct
(including by the issue to such record holders of warrants representing such rights, preferences or
privileges); provided, however, that (a) if at the time of issue or offer of any such rights,
preferences or privileges the Company determines and instructs the Depositary that it is not lawful
or feasible to make such rights, preferences or privileges available to some or all holders of
Receipts (by the issue of warrants or otherwise) or (b) if and to the extent instructed by holders
of Receipts who do not desire to exercise such rights, preferences or privileges, the Depositary
shall then, in each case, and if applicable laws or the terms of such rights, preferences or
privileges so permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper. The net proceeds
of any such sale shall be distributed by the Depositary to the record holders of Receipts entitled
thereto as provided by Section 4.01 in the case of a distribution received in cash.




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




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




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




          Whenever (a) any cash dividend or other cash distribution shall become payable, or any
distribution other than cash shall be made, or any rights, preferences or privileges shall at any
time be offered, with respect to the Stock, or (b) the Depositary shall receive notice of any





12









 








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




          SECTION 4.05. Voting Rights.




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




          SECTION 4.06. Changes Affecting Stock and Reclassifications, Recapitalizations, etc.




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




13









 








          SECTION 4.07. Reports.




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




          SECTION 4.08. Lists of Receipt Holders.




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




ARTICLE V




THE DEPOSITARY, THE DEPOSITARY’S AGENTS,

THE REGISTRAR AND THE COMPANY




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




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




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




          If the Receipts or the Depositary Shares evidenced thereby or the Stock represented by such
Depositary Shares shall be listed on one or more stock exchanges, the Depositary shall, with the
approval of the Company, appoint a Registrar for registry of such Receipts or Depositary Shares in
accordance with the requirements of such exchange or





14









 








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




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




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




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




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




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




15









 








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




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




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




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




          The Depositary assumes no responsibility for the correctness of the description that appears
in the Receipts, which can be taken as a statement of the Company summarizing certain provisions of
this Deposit Agreement. Notwithstanding any other provision herein or in the Receipts, the
Depositary makes no warranties or representations as to the validity, genuineness or sufficiency of
any Stock at any time deposited with the Depositary hereunder or of the Depositary Shares, as to
the validity or sufficiency of this Deposit Agreement, as to the value of the Depositary Shares or
as to any right, title or interest of the record holders of Receipts in and to the Depositary
Shares except that the Depositary hereby represents and warrants as follows: (a) the Depositary
has been duly organized and is validly existing and in good standing under the laws of the State of
_________, with full power, authority and legal right under such law to execute, deliver and
carry out the terms of this Deposit Agreement; (b) this Deposit Agreement has been duly authorized,
executed and delivered by the Depositary; and (c) this Deposit Agreement constitutes a valid and
binding obligation of the Depositary, enforceable against the Depositary in accordance with its
terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting enforcement of creditors’ rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether enforcement is considered
in a proceeding in equity or at law).




16









 








The Depositary shall not be accountable for the use or application by the Company of the
Depositary Shares or the Receipts or the proceeds thereof.




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




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




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




          In case at any time the Depositary acting hereunder shall resign or be removed, the Company
shall, within 60 days after the delivery of the notice of resignation or removal, as the case may
be, appoint a successor depositary, which shall be a bank or trust company, or an affiliate of a
bank or trust company, having its principal office in the United States of America and having a
combined capital and surplus of at least $50,000,000. If a successor depositary shall not have
been appointed in 60 days, the resigning or removed Depositary may petition a court of competent
jurisdiction to appoint a successor depositary. Every successor depositary shall execute and
deliver to its predecessor and to the Company an instrument in writing accepting its appointment
hereunder, and thereupon such successor depositary, without any further act or deed, shall become
fully vested with all the rights, powers, duties and obligations of its predecessor and for all
purposes shall be the Depositary under this Deposit Agreement, and such predecessor, upon payment
of all sums due it and on the written request of the Company, shall promptly execute and deliver an
instrument transferring to such successor all rights and powers of such predecessor hereunder,
shall duly assign, transfer and deliver all rights, title and interest in the Stock and any moneys
or property held hereunder to such successor and shall deliver to such successor a list of the
record holders of all outstanding Receipts. Any successor depositary shall promptly mail notice of
its appointment to the record holders of Receipts.




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




          SECTION 5.05. Corporate Notices and Reports.




          The Company agrees that it will deliver to the Depositary, and the Depositary will, promptly
after receipt thereof, transmit to the record holders of Receipts, in each case at the address
recorded in the Depositary’s books, copies of all notices and reports (including financial
statements) required by law, by the rules of any national securities exchange upon which the Stock,
the Depositary Shares or the Receipts are listed or by the Certificate of Incorporation and the
Certificate of Designations to be furnished by the Company to holders of Stock. Such transmission
will be at the Company’s expense and the Company will provide the Depositary




17









 








with such number of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the record holders of Receipts at the Company’s expense
such other documents as may be requested by the Company.




          SECTION 5.06. Deposit of Stock by the Company.




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




          SECTION 5.07. Indemnification by the Company.




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




          SECTION 5.08. Fees, Charges and Expenses.




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




ARTICLE VI




AMENDMENT AND TERMINATION




          SECTION 6.01. Amendment.




          The form of the Receipts and any provision of this Deposit Agreement may at any time and from
time to time be amended by agreement between the Company and the Depositary in any respect that
they may deem necessary or desirable. Any amendment that shall impose or increase any fees, taxes
or charges payable by holders of Receipts (other than taxes and other governmental charges, fees
and other expenses payable by holders pursuant to the terms hereof or of the Receipts), or that
otherwise prejudice any substantial existing right of holders of Receipts, shall not become
effective as to outstanding Receipts until the expiration of 30 days after notice of such amendment
shall have been mailed to the record holders of outstanding





18









 








Receipts. Every holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by this Deposit Agreement as amended thereby. In no event shall any
amendment impair the right, subject to the provisions of Sections 2.03, 2.06 and 2.07 and Article
III, of any owner of any Depositary Shares to surrender the Receipt evidencing such Depositary
Shares with instructions to the Depositary to deliver to the holder the Stock and all money and
other property, if any, represented thereby, except in order to comply with mandatory provisions of
applicable law.




          SECTION 6.02. Termination.




          Whenever so directed by the Company, the Depositary will terminate this Deposit Agreement by
mailing notice of such termination to the record holders of all Receipts then outstanding at least
30 days prior to the date fixed in such notice for such termination. The Depositary may likewise
terminate this Deposit Agreement if at any time 60 days shall have expired after the Depositary
shall have delivered to the Company a written notice of its election to resign and a successor
depositary shall not have been appointed and accepted its appointment as provided in Section 5.04.
In either case, on a date not less than 60 days after such notice, the Depositary shall deliver or
make available for delivery to holders of Receipts, upon surrender of such Receipts evidencing
Depositary Shares, such number of whole or fractional shares of the Stock as are represented by the
Depositary Shares.




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




          If any Receipts shall remain outstanding after the date of termination of this Deposit
Agreement, the Depositary thereafter shall discontinue the transfer of Receipts, shall suspend the
distribution of dividends to the holders thereof and shall not give any further notices (other than
notice of such termination) or perform any further acts under this Deposit Agreement, except as
provided below and that the Depositary shall continue to collect dividends and other distributions
pertaining to Stock, shall sell rights, preferences or privileges as provided in this Deposit
Agreement and shall continue to deliver the Stock and any money and other property represented by
Receipts, without liability for interest thereon, upon surrender thereof by the holders thereof.
At any time after the expiration of two years from the date of termination, the Depositary may sell
Stock then held hereunder at public or private sale, at such places and upon such terms as it deems
proper and may thereafter hold in a segregated account the net proceeds of any such sale, together
with any money and other property held by it hereunder, without liability for interest, for the
benefit, pro rata in accordance with their holdings, of the holders of Receipts that have not
heretofore been surrendered. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for such net proceeds and money and
other property. Upon the termination of this Deposit Agreement, the Company shall be discharged
from all obligations under this Deposit Agreement except for its obligations to the Depositary, any
Depositary’s Agent and any Registrar under Sections 5.07 and 5.08. [In the event this Deposit
Agreement is terminated, the Company hereby agrees to use its best efforts to list the underlying
Stock on the New York Stock Exchange, Inc.]




19









 








ARTICLE VII




MISCELLANEOUS




          SECTION 7.01. Counterparts.




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




          SECTION 7.02. Exclusive Benefits of Parties.




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




          SECTION 7.03. Invalidity of Provisions.




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




          SECTION 7.04. Notices.




          Any notices to be given to the Company hereunder or under the Receipts shall be in writing and
shall be deemed to have been duly given if personally delivered or sent by mail, or by telegram or
telex or telecopier confirmed by letter, addressed to the Company at One Post Street, San
Francisco, California 94104, Attention: Corporate Secretary, or at any other place to which the
Company may have transferred its principal executive office.




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




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




20









 








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




          SECTION 7.05. Depositary’s Agents.




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




          SECTION 7.06. Holders of Receipts Are Parties.




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




          SECTION 7.07. Governing Law.




          This Deposit Agreement and the Receipts and all rights hereunder and thereunder and provisions
hereof and thereof shall be governed by, and construed in accordance with, the laws of the State of
New York, including, without limitation, Section 5-1401 of the New York General Obligations Law.




          SECTION 7.08. Headings.




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




21









 








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




	 	 	 	 	 	 	 
	 	 	 	 	McKESSON CORPORATION
	 
	 	 	 	 	 	 
	Attest:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	 
	 	 	 	 
	

	 	 	 	 	 	Authorized Officer
	 
	 	 	 	 	 	 
	

	 	 
	 	 
	 
	 	 	 	 	 	 
	Attest:	 	 	 	 
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	

	 	 
	 	 	 	 
	

	 	 	 	 	 	Authorized Signatory






22









 






EXHIBIT A




DEPOSITARY RECEIPT

FOR

DEPOSITARY SHARES

EACH REPRESENTING ______________ OF A SHARE OF

_______________ SERIES PREFERRED

STOCK




OF




McKESSON CORPORATION

(Incorporated under the Laws of the State of Delaware)




No.




_________
(the “Depositary”) hereby certifies that
_________ is the
registered owner of _________ Depositary Shares (the “Depositary Shares”), each Depositary Share
representing _________ of a share
of _________ Preferred Stock, $0.01 par
value (the “Stock”), of McKesson Corporation, a corporation duly organized and existing under the
laws of the State of Delaware (the “Company”), and the same proportionate interest in any and all
other property received by the Depositary in respect of such shares of Stock and held by the
Depositary under the Deposit Agreement (as defined below). Subject to the terms of the Deposit
Agreement, each owner of a Depositary Share is entitled, proportionately, to all the rights,
preferences and privileges of the Stock represented thereby, including the dividend, voting,
liquidation and other rights contained in the Certificate of Designations establishing the rights,
preferences, privileges and limitations of the Stock (the “Certificate of Designations”), copies of
which are on file at the office of the Depositary at which at any particular time its business in
respect of matters governed by the Deposit Agreement shall be administered, which at the time of
the execution of the Deposit Agreement is located at
_________, _________, _________
(the “Corporate Office”).




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




          THE DEPOSITARY IS NOT RESPONSIBLE FOR THE VALIDITY OF ANY DEPOSITED STOCK. THE DEPOSITARY
ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE DESCRIPTION SET FORTH IN THIS RECEIPT, WHICH
CAN BE TAKEN AS A STATEMENT OF THE COMPANY SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT.
UNLESS EXPRESSLY SET FORTH IN THE DEPOSIT AGREEMENT, THE DEPOSITARY MAKES NO WARRANTIES OR
REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF





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ANY STOCK AT ANY TIME DEPOSITED WITH THE DEPOSITARY UNDER THE DEPOSIT AGREEMENT OR OF THE
DEPOSITARY SHARES, AS TO THE VALIDITY OR SUFFICIENCY OF THE DEPOSIT AGREEMENT, AS TO THE VALUE OF
THE DEPOSITARY SHARES OR AS TO ANY RIGHT, TITLE OR INTEREST OF THE RECORD HOLDERS OF THE DEPOSITARY
RECEIPTS IN AND TO THE DEPOSITARY SHARES.




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




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




	 	 	 	 	 
	Dated:
	 	 	 	 
	 
	 	 	 	 
	 	,	 
	as Depositary and Registrar
	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	

	 	

	 	 
	

	 	Authorized Signatory	 	 






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[FORM OF REVERSE

OF DEPOSITARY RECEIPT]




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



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



     3. Redemption and Conversion of Stock.* Whenever the Company shall elect
to redeem or be required to convert shares of Stock into shares of Common Stock in accordance with
the Certificate of Designations, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as Depositary not less than 5 business days’ prior notice of
the proposed date of the mailing of a notice of redemption or conversion of Stock and the
simultaneous redemption or conversion of the Depositary Shares representing the Stock to be
redeemed or converted and of the number of such shares of Stock held by the Depositary to be
redeemed or converted. The Depositary shall, as directed by the Company in writing, mail, first
class postage prepaid, notice of the redemption or conversion of Stock and the proposed
simultaneous redemption or conversion of Depositary Shares representing the Stock to be redeemed or
converted, not less than 30 and not more than 60 days prior to the date fixed for redemption or
conversion of such Stock and Depositary Shares, to the record holders of the Receipts evidencing
the Depositary Shares to be so redeemed or converted, at the addresses of such holders as the same
appear on the records of the Depositary; provided, that if the effectiveness of a Merger or
Consolidation (as defined in the Certificate of Designations) makes it impracticable to provide at
least 30 days’ notice, the Depositary shall provide such notice as soon as practicable prior to
such effectiveness. Any such notice shall also be published in the same manner as notices of
redemption or conversion of the Stock are required to be published pursuant to the Certificate of
Designations. On the date of any such redemption or conversion, the Depositary shall surrender the
certificate or certificates held by the Depositary evidencing the number of shares of Stock to be
redeemed or converted in the manner specified in the notice of redemption or conversion of Stock
provided by the Company pursuant to the Certificate of Designations. The Depositary shall,
thereafter, redeem or convert the number of Depositary









	* This section to be modified to discuss specific
redemption or conversion terms of the Stock, if any.




A-3









 










Shares representing such redeemed or converted Stock upon the surrender of Receipts evidencing
such Depositary Shares in the manner provided in the notice sent to record holders of Receipts;
provided, that the Depositary shall have received, upon surrendering such certificate or
certificates as aforesaid, a sufficient number of shares of Common Stock to convert or redeem such
number of Depositary Shares (including, in the event that the Company elects pursuant to the
Certificate of Designations to exercise any option to deliver shares of Common Stock in lieu of any
cash consideration payable on the Effective Date (as defined in the Certificate of Designations) of
any Merger or Consolidation, a number of shares of Common Stock equal to such cash consideration
(as determined in the manner set forth in the Certificate of Designations)), plus any accrued and
unpaid dividends payable with respect thereto to and including the date of any such redemption or
conversion and any other cash consideration payable on the Effective Date of a Merger or
Consolidation (other than any dividends or other cash consideration payable on the Effective Date
of a Merger or Consolidation that the Company has elected to pay in shares of Common Stock pursuant
to the Certificate of Designations). In case fewer than all the outstanding Depositary Shares are
to be redeemed, the Depositary Shares to be redeemed shall be selected by the Depositary by lot or
on a pro rata basis. Notice having been mailed and published as aforesaid, from and after the
redemption or conversion date (unless the Company shall have failed to redeem or convert the shares
of Stock to be redeemed or converted by it upon the surrender of the certificate or certificates
therefor by the Depositary as described above), the Depositary Shares called for redemption or
subject to conversion shall be deemed no longer to be outstanding and all rights of the holders of
Receipts evidencing such Depositary Shares (except the right to receive the shares of Common Stock
and cash, if any, payable upon redemption or conversion upon surrender of such Receipts) shall, to
the extent of such Depositary Shares, cease and terminate. Upon surrender in accordance with said
notice of the Receipts evidencing such Depositary Shares (properly endorsed or assigned for
transfer, if the Depositary shall so require), such Depositary Shares shall be converted into or
redeemed for shares of Common Stock at a rate equal to ______________ of the number of shares of
Common Stock delivered, and the holders thereof shall be entitled to ______________ of the cash, if
any, payable, in respect of the shares of Stock pursuant to the Certificate of Designations. The
foregoing is subject further to the terms and conditions of the Certificate of Designations. If
fewer than all of the Depositary Shares evidenced by this Receipt are called for redemption, the
Depositary will deliver to the holder of this Receipt upon its surrender to the Depositary,
together with shares of Common Stock and all accrued and unpaid dividends to and including the date
fixed for redemption payable in respect of the Depositary Shares called for redemption, a new
Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not called for
redemption.




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



A-4









 





and such money and other property, if any, to be withdrawn, deliver, to or upon the order of
such holder, a new Receipt or Receipts evidencing such excess number of whole Depositary Shares.




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



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



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



A-5









 





Depositary Shares called or being called for redemption, in whole or in part, or subject to
conversion except as provided in the last sentence of Paragraph 3.




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



     9. Amendment. The form of the Receipts and any provision of the Deposit Agreement may
at any time and from time to time be amended by agreement between the Company and the Depositary in
any respect that they may deem necessary or desirable. Any amendment that shall impose or increase
any fees, taxes or charges payable by holders of Receipts (other than taxes and other governmental
charges, fees and other expenses payable by holders as provided herein or in the Deposit
Agreement), or that shall otherwise prejudice any substantial existing right of holders of
Receipts, shall not become effective as to outstanding Receipts until the expiration of 30 days
after such notice of such amendment shall have been given to the record holders of outstanding
Receipts. The holder of this Receipt at the time any such amendment becomes effective shall be
deemed, by continuing to hold this Receipt, to consent and agree to such amendment and to be bound
by the Deposit Agreement as amended thereby. In no event shall any amendment impair the right,
subject to the provisions of Paragraphs 3, 4, 6, 7 and 8 hereof and of Sections 2.04, 2.07 and 2.08
and Article III of the Deposit Agreement, of the owner of the Depositary Shares evidenced by this
Receipt to surrender this Receipt with instructions to the Depositary to deliver to the holder the
Stock and all money and other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law.



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



     11. Title to Receipts. It is a condition of this Receipt, and every successive holder
hereof by accepting or holding the same consents and agrees, that title to this Receipt (and to the
Depositary Shares evidenced hereby), when properly endorsed or accompanied by a properly executed
instrument of transfer, is transferable by delivery with the same effect as in the case of



A-6









 





a negotiable instrument; provided, however, that the Depositary may, notwithstanding any
notice to the contrary, treat the record holder hereof at such time as the absolute owner hereof
for the purpose of determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit Agreement and for all other purposes.




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



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



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



     15. Voting Rights. Upon receipt of notice of any meeting at which the holders of
Stock are entitled to vote, the Depositary shall, as soon as practicable thereafter, mail to the
record holders of Receipts a notice, which shall contain (a) such information as is contained in
such notice of meeting, (b) a statement that the holders of Receipts at the close of business on a
specified record date determined as provided in Paragraph 14 will be entitled, subject to any
applicable provision of law, the Certificate of Incorporation or the Certificate of Designations,
to



A-7









 





instruct the Depositary as to the exercise of the voting rights pertaining to the Stock
represented by their respective Depositary Shares, and (c) a brief statement as to the manner in
which such instructions may be given. Upon the written request of a holder of this Receipt on such
record date the Depositary shall endeavor insofar as practicable to vote or cause to be voted the
Stock represented by the Depositary Shares evidenced by this Receipt in accordance with the
instructions set forth in such request. The Company hereby agrees to take all reasonable action
that may be deemed necessary by the Depositary in order to enable the Depositary to vote such Stock
or cause such Stock to be voted. In the absence of specific instructions from the holder of this
Receipt, the Depositary will abstain from voting to the extent of the Stock represented by the
Depositary Shares evidenced by this Receipt.




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



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



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



A-8









 





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



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



     19. Termination of Deposit Agreement. Whenever so directed by the Company, the
Depositary will terminate this Deposit Agreement by mailing notice of such termination to the
record holders of all Receipts then outstanding at least 60 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit Agreement if at any
time 60 days shall have expired after the Depositary shall have delivered to the Company a written
notice of its election to resign and a successor depositary shall not have been appointed and
accepted its appointment as provided in Section 5.04 of the Deposit Agreement. In either case, on
a date not less than 60 days after such notice, the Depositary shall deliver or make available for
delivery to holders of Receipts, upon surrender of the such Receipts evidencing Depositary Shares,
such number of whole or fractional shares of the Stock as are represented by the Depositary Shares.



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



     Upon the termination of the Deposit Agreement, the Company shall be discharged from all
obligations thereunder except for its obligations to the Depositary, any Depositary’s Agent and any
Registrar under Sections 5.07 and 5.08 of the Deposit Agreement.



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



     20. Governing Law. The Deposit Agreement and this Receipt and all rights thereunder
and hereunder and provisions thereof and hereof shall be governed by, and construed in accordance
with, the laws of the State of New York, including, without limitation, Sections 5-1401 of the New
York General Obligations Law.



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FORM OF ASSIGNMENT




For value received                                                                          
        hereby sell(s), assign(s) and transfer(s) unto




 

(Please insert social security or other taxpayer identification number of assignee.)




the within Receipt and all rights and interests represented by the Depositary Shares evidenced
thereby, and hereby irrevocably constitutes and appoints ________________________________ attorney
to transfer the same on the books of the within-named Depositary, with full power of substitution
in the premises.




	 	 	 	 	 
	Dated:
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	Signature(s)	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	 
	 	 	 	 
	

	 	 	 	 
	

	 	 	 	Signature Guarantee*






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










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






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