<PAGE>
 
                                                                   EXHIBIT 10.61

                             OMNIPOINT CORPORATION

                      Marine Midland Bank, as Depositary


                                      AND


                       THE HOLDERS FROM TIME TO TIME OF
                   THE DEPOSITARY RECEIPTS DESCRIBED HEREIN



                               DEPOSIT AGREEMENT
                                      FOR
                   7% CUMULATIVE CONVERTIBLE PREFERRED STOCK



                            Dated as of May 6, 1998
<PAGE>
 
                               TABLE OF CONTENTS
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                                                                                               PAGE
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ARTICLE I      Definitions                                                                      1
 
ARTICLE II     Book-Entry, Form of Receipts, Deposit of Stock, Execution and
               Delivery, Transfer, Surrender and Redemption of Receipts                         3
 
               Section 2.1   Book-Entry Form; Form and Transfer of Receipts                     3
               Section 2.2   Deposit of Stock; Execution and Delivery of
                             Receipts in Respect Thereof                                        5
               Section 2.3   Redemption and Conversion of Stock                                 6
               Section 2.4   Registration of Transfer of Receipts                               9
               Section 2.5   Surrender of Receipts and Withdrawal of Stock                      9
               Section 2.6   Limitations on Execution and Delivery, Transfer,
                             Surrender and Exchange of Receipts                                11
               Section 2.7   Lost Receipts, etc.                                               11
               Section 2.8   Cancellation and Destruction of Surrendered
                             Receipts                                                          11
               Section 2.9   Interchangeability of Book-Entry Receipts and
                             Receipts in Physical, Certificated Form                           11
 
ARTICLE III    Certain Obligations of Holders of Receipts and the Company                      12
 
               Section 3.1   Filing Proofs, Certificates and Other Information                 12
               Section 3.2   Payment of Taxes or Other Governmental Charges                    13
               Section 3.3   Warranty as to Stock                                              13
 
ARTICLE IV     The Deposited Securities; Notices                                               13
 
               Section 4.1   Cash and Common Stock Distributions                               13
               Section 4.2   Distributions Other than Cash, Rights, Preferences
                             or Privileges                                                     14
               Section 4.3   Subscription Rights, Preferences or Privileges                    15
               Section 4.4   Notice of Dividends, etc.; Fixing of Record Date
                             for Holders of Receipts                                           16
               Section 4.5   Voting Rights                                                     16
               Section 4.6   Inspection of Reports                                             17
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                                       i
<PAGE>
 
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<S>                                                                                            <C>
               Section 4.7   Lists of Receipt Holders                                          17
 
ARTICLE V      The Depositary, the Depositary's Agents, the Registrar
               and the Company                                                                 17
 
               Section 5.1   Maintenance of Offices, Agencies and Transfer Books
                             by the Depositary; Registrar                                      17
               Section 5.2   Prevention of or Delay in Performance by the
                             the Depositary's Agents, the Registrar
                             or the Company                                                    18
               Section 5.3   Obligations of the Depositary, the Depositary's
                             Agents, the Registrar and the Company                             18
               Section 5.4   Resignation and Removal of the Depositary;
                             Appointment of Successor Depositary                               20
               Section 5.5   Corporate Notices and Reports                                     21
               Section 5.6   Indemnification by the Company                                    21
               Section 5.7   Charges and Expenses                                              21
 
ARTICLE VI     Amendment and Termination                                                       22
 
               Section 6.1   Amendment                                                         22
               Section 6.2   Termination                                                       23
 
ARTICLE VII    Miscellaneous                                                                   24
 
               Section 7.1   Counterparts                                                      24
               Section 7.2   Exclusive Benefit of Parties                                      24
               Section 7.3   Invalidity of Provisions                                          24
               Section 7.4   Notices                                                           24
               Section 7.5   Depositary's Agents                                               25
               Section 7.6   Holders of Receipts are Parties                                   25
               Section 7.7   Governing Law                                                     25
               Section 7.8   Inspection of Deposit Agreement                                   25
               Section 7.9   Headings                                                          25
</TABLE>

                                      ii
<PAGE>
 
                               DEPOSIT AGREEMENT

          DEPOSIT AGREEMENT dated as of May 6, 1998, among Omnipoint
Corporation, a Delaware corporation, Marine Midland Bank, a New York banking
corporation and trust company, and the holders from time to time of the Receipts
described herein.

          WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of the Stock of the Company with
the Depositary for the purposes set forth in this Deposit Agreement and for the
issuance hereunder of Receipts evidencing Depositary Shares in respect of the
Stock so deposited; and

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

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

                                   ARTICLE I

                                  Definitions

          The following definitions shall for all purposes, unless otherwise
indicated, apply to the respective terms used in this Deposit Agreement.  Terms
not otherwise defined herein shall be given the meaning assigned to such terms
in the Certificate.

          "Beneficial Owner" shall have the meaning set forth in Section 2.1
hereof.

          "Certificate" shall mean the Certificate of Designation filed with the
Secretary of State of the State of Delaware establishing the Stock as a series
of preferred stock of the Company designated as "7% Cumulative Convertible
Preferred Stock."

          "Common Stock" shall mean the Company's Common Stock, par value $0.01
per share, or any security into which the Common Stock may be converted.
<PAGE>
 
          "Company" shall mean Omnipoint Corporation, a Delaware corporation,
and its successors.

          "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

          "Depositary" shall mean Marine Midland Bank, and any successor as
Depositary hereunder.

          "Depositary Shares" shall mean Depositary Shares, each representing
ownership of one-twentieth of a share of the Stock deposited with the Depositary
under this Deposit Agreement, all as evidenced by a Receipt.  Subject to the
terms of this Deposit Agreement, each owner of a Depositary Share is entitled,
in proportion to the applicable fraction of a share of Stock represented by such
Depositary Share, to all the rights, preferences and privileges of the Stock
represented by such Depositary Share, including dividend, voting, redemption,
conversion and liquidation rights and subject, proportionately, to all of the
limitations of the Stock represented thereby, contained in the Certificate, and
to the benefits of all obligations of the Company under the Certificate.

          "Depositary's Agent" shall mean any agent appointed by the Depositary
pursuant to Section 7.5.

          "Depositary's Office" shall mean the corporate trust office of the
Depositary in New York, New York, at which at any particular time its depositary
receipt business shall be administered.

          "DTC" shall have the meaning set forth in Section 2.1.

          "DTC Receipt" shall have the meaning set forth in Section 2.1.

          "Officer's Certificate" shall mean a certificate signed by the
Chairman of the Board, the President or any Vice President of the Company and
delivered to the Depositary.

          "Receipt" shall mean one of the Depositary Receipts issued hereunder
by the Depositary, whether in definitive or temporary form, evidencing interests
held in Depositary Shares, in substantially the form set forth in Exhibit A
hereto.  Wherein the context requires, the term "Receipt" shall be deemed to
include the DTC Receipt.

                                       2
<PAGE>
 
          "Record Holder" as applied to a Receipt shall mean the person in whose
name a Receipt is registered on the books of the Depositary maintained for such
purpose.

          "Redemption Date" shall have the meaning specified in Section 2.3(a).

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

          "Stock" shall mean the Company's 7% Cumulative Convertible Preferred
Stock, par value $0.01 per share.


                                  ARTICLE II

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

          Section 2.1  Book-Entry Form; Form and Transfer of Receipts.  The
                       ----------------------------------------------      
Company and the Depositary shall make application to The Depository Trust
Company ("DTC") for acceptance of all or a portion of the Receipts for its book-
entry settlement system.  The Company hereby appoints the Depositary acting
through any authorized officer thereof as its attorney-in-fact, with full power
to delegate, for purposes of executing any agreements, certifications or other
instruments or documents necessary or desirable in order to effect the
acceptance of such Receipts for DTC eligibility, including, but not limited to,
a letter of representations, in form satisfactory to the Company, the Depositary
and DTC.  So long as the Receipts are eligible for book-entry settlement with
DTC, except as provided for in Section 2.9 of this Deposit Agreement, or unless
otherwise required by law, all Depositary Shares to be issued and sold in
reliance on Rule 144A are expected to be eligible for trading in the Private
Offerings, Resales and Trading Through Automated Linkages ("PORTAL") market of
the National Association of Securities Dealers, Inc. with book-entry settlement
through DTC, shall be represented by a single receipt (the "DTC Receipt") which
shall be deposited with DTC (or its custodian) evidencing all such Depositary
Shares and registered in the name of the nominee of DTC (initially expected to
be Cede & Co.). Marine Midland Bank or such other entity as is agreed to by DTC
may hold the DTC Receipt as custodian for DTC.  During any period in which any
Depositary Shares are evidenced by the DTC Receipts, except as expressly
provided for in the following paragraph and in Section 2.9 of this Deposit
Agreement, Beneficial Owners acquiring Depositary Shares, issued and sold in
reliance on Rule 144A with book-entry settlement through DTC, shall not 

                                       3
<PAGE>
 
receive or be entitled to receive physical delivery of the Receipts representing
their ownership interest in such Depositary Shares. Ownership of beneficial
interests in the DTC Receipt ("Beneficial Owners") shall be shown on, and the
transfer of such ownership shall be effected through, records maintained by (i)
DTC or its nominee for such DTC Receipt, or (ii) institutions that have accounts
with DTC.

          If DTC subsequently ceases to make its book-entry settlement system
available for the Receipts, the Company may instruct the Depositary regarding
making other arrangements for book-entry settlement.  In the event that the
Receipts are not eligible for, or it is no longer necessary to have the Receipts
available in book-entry form, the Depositary shall provide written instructions
to DTC to deliver to the Depositary for cancellation the DTC Receipt, and the
Company shall instruct the Depositary to deliver to the Beneficial Owners of the
Depositary Shares previously evidenced by the DTC Receipt definitive Receipts in
physical form evidencing such Depositary Shares.  Such definitive Receipts shall
be in the form annexed hereto as Exhibit A with appropriate insertions,
modifications and omissions, as hereafter provided.

          The Receipts shall be typewritten, in the case of the DTC Receipt, and
otherwise shall, upon notice by the Company to the Depositary, be definitive
Receipts which shall be engraved or printed or lithographed on steel-engraved
borders and shall be substantially in the form set forth as Exhibit A annexed to
this Deposit Agreement, with appropriate insertions, modifications and
omissions, as hereinafter provided.  The DTC Receipt shall bear such legend or
legends as may be required by DTC in order for it to accept the Depositary
Shares for its book-entry settlement system.  Until such time as the Receipts
are so engraved or printed or lithographed in accordance with the preceding
sentence, the Depositary, upon the written order of the Company or any holder of
Stock, as the case may be, delivered in compliance with Section 2.2, shall
execute and deliver temporary Receipts which are printed, lithographed,
typewritten, mimeographed or otherwise substantially identical to (and entitling
the Record Holders thereof to all the rights pertaining to) the definitive
Receipts in lieu of which they are issued, and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine, as evidenced by their execution of such Receipts.  After
the preparation of definitive Receipts, the temporary Receipts shall be
exchangeable for definitive Receipts upon surrender of the temporary Receipts at
the Depositary's Office, without charge to the Record Holder.  Upon surrender
for cancellation of any one or more temporary Receipts, the Depositary shall
execute and deliver in exchange therefor definitive Receipts representing the
same number of Depositary Shares as represented by the surrendered temporary
Receipt or 

                                       4
<PAGE>
 
Receipts. Such exchange shall be made at the Company's expense and without any
charge therefor to the Record Holder of the Receipts. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Deposit Agreement, and with respect to the Stock, as definitive Receipts.

          Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, that such signature
may be a facsimile if a registrar for the Receipts (other than the Depositary)
shall have been appointed by the Depositary and such Receipts are countersigned
by manual signature of a duly authorized officer of such 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 manually by a duly
authorized officer of the Depositary or, if a registrar for the Receipts (other
than the Depositary) shall have been appointed, by manual or facsimile signature
of a duly authorized officer of the Depositary and countersigned manually by a
duly authorized officer of such registrar.  The Depositary shall record on its
books each Receipt so signed and delivered as hereinafter provided.

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

          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 (in each case as set forth in an Officer's Certificate
delivered to the Depositary) as may be required by the Company or required to
comply with any applicable law or any regulation or with the rules and
regulations of any securities exchange upon which the Stock, the Depositary
Shares or the Receipts may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject.

          Subject to any limitations set forth in a Receipt or in this Deposit
Agreement, title to Depositary Shares evidenced by a Receipt which 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 until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.4, 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, the exchange of Depositary Shares for Stock, the right to

                                       5
<PAGE>
 
exchange Receipts pursuant to Section 2.9 or to any notice provided for in this
Deposit Agreement and for all other purposes.

          Section 2.2  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 from time to time deposit shares of the
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 law or the Depositary, by a duly executed instrument
of transfer or endorsement, in form satisfactory to the Depositary, together
with all such certifications as may be required by the Depositary in accordance
with the provisions of this Deposit Agreement, and together with a written order
of the Company or such holder, as the case may be, directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.

          Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

          Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Company in the name of the Depositary or its nominee,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver, to or upon the order of the Company or a holder of
Stock depositing shares of Stock in accordance with the first paragraph of this
Section, a Receipt or Receipts for the number of Depositary Shares representing
the Stock so deposited and registered in such name or names as may be requested
by the Company or such holder.  The Depositary shall execute and deliver such
Receipt or Receipts at the Depositary's Office or such other offices, if any, as
the Depositary may designate.  Delivery at other offices shall be at the risk
and expense of the person requesting such delivery.  The DTC Receipt shall
provide that it shall evidence the aggregate number of Depositary Shares from
time to time indicated in the records of the Depositary and that the aggregate
number of Depositary Shares evidenced thereby may from time to time be increased
or decreased by making adjustments on such records of the Depositary.

          Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, there shall be deposited hereunder not more than
325,000 shares of Stock.

                                       6
<PAGE>
 
          Section 2.3  Redemption and Conversion of Stock.
                       ---------------------------------- 

          (a) Optional Redemption.  Whenever the Company shall elect to redeem
              -------------------                                             
shares of Stock in accordance with the provisions of the Certificate, it shall
(unless otherwise agreed to in writing with the Depositary) give the Depositary
not less than five (unless a shorter period shall be acceptable to the
Depositary) nor more than 10 days' written notice of the proposed date of the
mailing of a notice of redemption of Depositary Shares to Record Holders of
Receipts in connection with a redemption of Stock of the number of such shares
of Stock held by the Depositary to be so redeemed as hereinafter provided and
such other information as shall be required by the Depository to furnish the
notice of redemption required by the next succeeding paragraph. Any such notice
shall be accompanied by an Officer's Certificate from the Company stating that
such redemption of Stock is in accordance with the provisions of the
Certificate. Such notice to the Depositary, if given more than 60 days prior to
the redemption date, shall be in addition to the notice required to be given for
redemption pursuant to the Certificate. On the date of any such redemption,
provided that the Company shall then have deposited with the Depositary the
shares of Common Stock as required by the Certificate, the Depositary shall
redeem (using the shares of Common Stock and funds, if any, deposited with it)
the number of Depositary Shares representing such redeemed Stock.

          The Depositary shall mail notice of redemption of Stock and the number
of Depositary Shares representing the Stock to be redeemed by first-class mail,
postage prepaid, not less than 20 and not more than 60 days prior to the date
fixed for redemption of such Stock and Depositary Shares (the "Redemption
Date").  Such notice shall be mailed to Record Holders of the Receipts
evidencing the Depositary Shares to be so redeemed, at the addresses of such
Record Holders as they appear on the Receipt register of the Depositary; but
neither failure to mail any such notice to one or more such Record Holders nor
any defect in any notice to one or more such Record Holders shall affect the
sufficiency of the proceedings for redemption as to other Record Holders. Each
such notice shall state the record date for such redemption; the Redemption Date
that all outstanding Depositary Shares are to be redeemed or, in the case of a
redemption of fewer than all outstanding Depositary Shares in connection with a
partial redemption of Stock, the number of such Depositary Shares held by such
Record Holder to be so redeemed; the Redemption Price for the Depositary Shares,
the number of shares of Common Stock deliverable upon redemption of each
Depositary Share to be redeemed; the amount of cash, if any, that the Company is
paying in lieu of fractional shares of Common Stock and the Market Value (as
defined in the Certificate) to be used to calculate the number of shares of
Common Stock to be delivered; the place 

                                       7
<PAGE>
 
or places where Receipts evidencing Depositary Shares to be redeemed are to be
surrendered for redemption; and that dividends in respect of the Stock
represented by the Depositary Shares to be redeemed will cease to accumulate on
such Redemption Date. In case less than all the outstanding Depositary Shares
are to be redeemed, the Depositary Shares to be so redeemed shall be selected by
lot or pro rata (as nearly as practicable without creating fractional shares) or
by any other way determined by the Depositary to be equitable, except that the
Depositary may redeem Depositary Shares held by any Record Holder of fewer than
100 Depositary Shares (or Depositary Shares held by Record Holders of stock who
would hold fewer than 100 Depositary Shares as a result of such redemption).

          Notice having been mailed by the Depositary as aforesaid with respect
to redemptions described in the preceding paragraph, from and after the
Redemption Date (unless the Company shall have failed to redeem the shares of
Stock to be redeemed as set forth in the Company's notice provided for in the
preceding paragraph), all dividends in respect of the shares of Stock so called
for redemption shall cease to accumulate, the Depositary Shares called for
redemption shall be deemed no longer to be outstanding, and all rights of the
Record Holders of Receipts evidencing such Depositary Shares (except the right
to receive shares of Common Stock and, if applicable, cash upon redemption)
shall, to the extent of such Depositary Shares, cease and terminate.  The
foregoing shall be subject further to the terms and conditions of the
Certificate.

          If less than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the Record Holder of such
Receipt, upon surrender of such Receipt to the Depositary, a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not called
for redemption, together with certificates representing the shares of Common
Stock issuable upon redemption of the Depositary Shares called for redemption.

          (b) Conversion at Option of Holder.  Whenever a Record Holder of
              ------------------------------                              
Receipts shall elect to convert shares of Stock underlying the Depositary Shares
evidenced by such Receipts in accordance with the provisions of the Certificate,
it shall deliver Receipts evidencing the Depositary Shares relating to the
shares of Stock to be converted, together with written notice of conversion and
a proper assignment of the Receipts to the Company or in blank to the Depositary
or its agent.  Each optional conversion of shares of Stock underlying Depositary
Shares shall be deemed to have been effected immediately prior to the close of
business on the date of which the foregoing requirements have been satisfied.

                                       8
<PAGE>
 
          From and after the relevant date fixed for conversions (the
"Conversion Date")(unless the Company shall have failed to convert the shares of
Stock to be converted by it), all dividends in respect of the shares of Stock so
called for conversion shall cease to accumulate, the shares of Stock and
Depositary Shares so converted shall be deemed no longer to be outstanding, and
all rights of the Record Holders of Receipts evidencing such Depositary Shares
(except the right to receive shares of Common Stock and, if applicable, cash
upon conversion) shall, to the extent of such Depositary Shares, cease and
terminate.  Upon any surrender for conversion of the Receipts evidencing any
such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), shares of Stock underlying such Depositary Shares
shall be converted by the Company (as nearly as may be practicable without
creating fractional shares) into shares of Common Stock at a conversion rate
equal to one-twentieth of the number of shares of Common Stock received upon
conversion of each share of Stock pursuant to the Certificate. The foregoing
shall be subject further to the terms and conditions of the Certificate.

          (c) Fractional Interests.  To the extent that shares of Stock
              --------------------                                     
underlying Depositary Shares are redeemed for or converted into shares of Common
Stock and all of such shares of Common Stock cannot be distributed to the Record
Holders of Receipts without creating fractional interests in such shares, the
Company shall cause the Depositary to distribute cash to Record Holders in lieu
of fractional shares.  The amount distributed in the foregoing case will be
reduced by any amount required to be withheld by the Company or the Depositary
on account of taxes or otherwise required pursuant to law, regulation or court
process.

          (d) Limitations on Depositary Requirements for Transfer and Exchange.
              ----------------------------------------------------------------  
The Depositary shall not be required (a) to issue, register the transfer of or
exchange any Receipts for a period beginning at the opening of business 10 days
next preceding any selection of Depositary Shares 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 register the transfer of or exchange for another
Receipt any Receipt evidencing Depositary Shares called or being called for
redemption in whole or in part.

          Section 2.4  Registration of Transfer of Receipts.  Subject to the
                       ------------------------------------                 
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the Record Holder in person or by such Record Holder's duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer.
Thereupon the Depositary 

                                       9
<PAGE>
 
shall execute a new Receipt or Receipts evidencing the same aggregate number of
Depositary Shares as those evidenced by the Receipt or Receipts surrendered and
deliver such new Receipt or Receipts to or upon the order of the person entitled
thereto.

          Section 2.5  Surrender of Receipts and Withdrawal of Stock.  Any
                       ---------------------------------------------      
Record Holder of a Receipt or Receipts representing any number of whole shares
of Stock (or such Record Holder's duly authorized attorney), unless the related
Depositary Shares have been previously called for redemption, may withdraw the
Stock and all money and other property, if any, represented thereby by
surrendering such Receipt or Receipts at the Depositary's Office or at such
other offices as the Depositary may designate for such withdrawals. If such
Record Holder's Depositary Shares are being held by DTC or its nominee pursuant
to Section 2.1, such Record Holder shall request, in accordance with Section
2.9, withdrawal from the book-entry system of the number of Depositary Shares
specified in the preceding sentence. Thereafter, without unreasonable delay, the
Depositary shall deliver to Record Holder, or to the person or persons
designated by such Record Holder as hereinafter provided, the number of whole
shares of Stock and all money and other property, if any, represented by the
Receipt or Receipts so surrendered for withdrawal, but holders of such whole
shares of Stock will not thereafter be entitled to receive Depositary Shares in
exchange therefor. If a Receipt delivered by the Record Holder to the Depositary
in connection with such withdrawal shall evidence a number of Depositary Shares
in excess of the number of Depositary Shares representing the number of whole
shares of Stock to be so withdrawn, the Depositary shall at the same time, in
addition to such number of whole shares of Stock and such money and other
property, if any, to be so withdrawn, deliver to such Record Holder, or (subject
to Section 2.4) upon his order, a new Receipt evidencing such excess number of
Depositary Shares. Delivery of the Stock and 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.

          Stock delivered pursuant to the preceding paragraph 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 Company or required to comply with any applicable law or any
regulation thereunder or with the rules and regulations of any securities
exchange upon which the Stock may be listed or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to which
any particular shares of Stock are subject.

          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 

                                      10
<PAGE>
 
Receipts being surrendered for withdrawal of Stock, such Record 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 Record Holder for withdrawal of such shares of Stock be
properly endorsed in blank or accompanied by a properly executed instrument of
transfer in blank.

          Delivery of the Stock and the money and other property, if any,
represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary's Office, except that, at the request, risk and
expense of the Record Holder surrendering such Receipt or Receipts and for the
account of the Record Holder thereof, such delivery may be made at such other
place as may be designated by such Record Holder.

          Section 2.6  Limitations on Execution and Delivery, Transfer,
                       ------------------------------------------------
Surrender and Exchange of Receipts.  As a condition precedent to the execution
----------------------------------                                            
and delivery, registration of transfer, surrender or exchange of any Receipt,
the Depositary, any of the Depositary's Agents or the Company may require (i)
payment to it of a sum sufficient for the payment (or, in the event that the
Depositary or the Company shall have made such payment, the reimbursement to it)
of any charges or expenses payable by the Record Holder of a Receipt pursuant to
Section 5.7 (or evidence reasonably satisfactory to the Company that such
charges and expenses have been paid), (ii) the production of evidence
satisfactory to it as to the identity and genuineness of any signature and (iii)
compliance with such 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 may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed or (ii) if any such action is deemed necessary or advisable by
the Depositary or the Company 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.

          Section 2.7  Lost Receipts, etc.  In case any Receipt shall be
                       ------------------                               
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the Record Holder
thereof with the Depositary of evidence satisfactory to the 

                                      11
<PAGE>
 
Depositary of such destruction or loss or theft of such Receipt, of the
authenticity thereof and of his or her ownership thereof and (ii) the furnishing
to the Depositary of indemnification satisfactory to it.

          Section 2.8  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 all Receipts so cancelled.
Any Receipt evidenced in book-entry form shall be deemed cancelled when the
Depositary has caused the amount of Depositary Shares evidenced by the DTC
Receipt to be reduced in proportion to the number of Depositary Shares evidenced
by the surrendered Receipt.

          Section 2.9  Interchangeability of Book-Entry Receipts and Receipts in
                       ---------------------------------------------------------
Physical, Certificated Form.  Subject to the terms and conditions of this
---------------------------                                              
Deposit Agreement, upon receipt by the Depositary of written instructions from
DTC on behalf of any Beneficial Owner for the purpose of directing the
Depositary to execute and deliver a Receipt in physical, certificated form
evidencing such Depositary Shares, the Depositary shall follow the customary
procedures established by DTC for the purpose of reducing the number of
Depositary Shares evidenced by the DTC Receipt and, following such reduction,
shall execute and deliver to or upon the order of the person or persons named in
such order a Receipt or Receipts registered in the name or names requested by
such person and evidencing in the aggregate the number of Depositary Shares
equal to the reduction in the number evidenced by the DTC Receipt. The Company
may require in such written instructions any certification or representation as
it shall deem necessary to comply with applicable law.

          Subject to the terms and conditions of this Deposit Agreement, upon
receipt by the Depositary of a Receipt or Receipts in physical, certificated
form, duly endorsed or accompanied by appropriate instruments of transfer, in
form satisfactory to the Depositary, including any required certifications, and
together with written instructions directing the Depositary to adjust its
records to reflect an increase in the aggregate amount of Depositary Shares
evidenced by the DTC Receipt (including, without limitation, information
regarding the DTC participant account to be credited with such increase), and
upon payment of the fees and expenses of the Depositary, the Depositary shall
cancel such Receipt or Receipts in physical, certificated form and shall follow
the customary procedures established by DTC for the purpose of reflecting such
increase in the number of Depositary Shares evidenced by the DTC Receipt.

                                      12
<PAGE>
 
                                  ARTICLE III

                            Certain Obligations of
                      Holders of Receipts and the Company

          Section 3.1  Filing Proofs, Certificates and Other Information.  Any
                       -------------------------------------------------      
Record Holder of a Receipt may be required from time to time to file such proof
of residence, or other matters or other information, to execute such
certificates and to make such representations and warranties as the Depositary
or the Company may reasonably deem necessary or proper.  The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Receipt or the withdrawal of the Stock
represented by the Depositary Shares evidenced by any Receipt or the
distribution of any dividend or other distribution or the sale of any rights or
of the proceeds thereof until such proof or other information is filed or such
certificates are executed or such representations and warranties are made.

          Section 3.2  Payment of Taxes or Other Governmental Charges.  Record
                       ----------------------------------------------         
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses as provided in Section 5.7, or provide reasonably
satisfactory evidence to the Depositary that such charges and expenses have been
paid.  Registration of transfer of any Receipt or any withdrawal of Stock and
all money or other property, if any, represented by the Depositary Shares
evidenced by such Receipt may be refused until any such payment due is made, and
any dividends, interest payments or other distributions may be withheld or any
part of or all the Stock or other property represented by the Depositary Shares
evidenced by such Receipt and not theretofore sold may be sold for the account
of the Record Holder thereof (after attempting by reasonable means to notify
such Record Holder prior to such sale), and such dividends, interest payments or
other distributions or the proceeds of any such sale may be applied to any
payment of such charges or expenses, the Record Holder of such Receipt remaining
liable for any deficiency.  The Depositary shall at the direction of the Company
withhold 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").  In the event
the Depositary is required to pay any such amounts, the Company shall reimburse
the Depositary for payment thereof upon the request of the Depositary and the
Depositary shall, upon the Company's request and as instructed by the Company,
pursue its rights against such Record Holder at the Company's expense.

                                      13
<PAGE>
 
          Section 3.3  Warranty as to Stock.  The Company hereby represents and
                       --------------------                                    
warrants that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of the Receipts.


                                  ARTICLE IV

                       The Deposited Securities; Notices

          Section 4.1  Cash and Common Stock Distributions.  Whenever the
                       -----------------------------------               
Depositary shall receive any cash dividend or other cash distribution on Stock
(including Liquidated Damages and Quarterly Return Amounts, each as defined in
the Offering Memorandum pursuant to which the Stock was originally issued) or
distribution of Common Stock, the Depositary shall, subject to Sections 3.1 and
3.2, distribute to Record Holders of Receipts on the record date fixed pursuant
to Section 4.4 such amounts of such dividend or distribution as are, as nearly
as practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such Record Holders; to the extent that
dividends are paid in shares of Common Stock and all of such shares of Common
Stock cannot be distributed to the Record Holders of Receipts without creating
fractional interests in such shares, the Company shall cause the Depositary to
distribute cash to Record Holders in lieu of fractional shares; provided,
however, that in case the Company or the Depositary shall be required to
withhold and shall withhold from any cash dividend or other cash distribution in
respect of the Stock an amount on account of taxes, the amount made available
for distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without
attributing any Record Holder of Depositary Shares a fraction of one cent, and
any balance not so distributable shall be held by the Depositary (without
liability for interest thereon) and shall be added to and be treated as part of
the next sum received by the Depositary for distribution to Record Holders of
Receipts then outstanding.

          Section 4.2  Distributions Other than Cash, Rights, Preferences or
                       -----------------------------------------------------
Privileges.  Whenever the Depositary shall receive any distribution other than
----------                                                                    
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to Record Holders of Receipts on the
record date fixed pursuant to Section 4.4 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced 

                                      14
<PAGE>
 
by the Receipts held by such Record Holders, in any manner that the Depositary
may deem equitable and practicable for accomplishing such distribution. If in
the opinion of the Depositary such distribution cannot be made proportionately
among such Record Holders, or if for any other reason (including any requirement
that the Company or the Depositary withhold an amount on account of taxes) the
Depositary deems, after consultation with the Company, such distribution not to
be feasible, the Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at such place or places and upon
such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed or made available for
distribution, as the case may be, by the Depositary to Record Holders of
Receipts as provided by Section 4.1 in the case of a distribution received in
cash. The Company shall not make any distribution of such securities unless the
Company shall have provided an opinion of counsel stating that such securities
have been registered under the Securities Act or that the offering and sale of
such securities are exempt from registration under the Securities Act.

          Section 4.3  Subscription Rights, Preferences or Privileges.  If the
                       ----------------------------------------------         
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the Record Holders of Receipts in such manner as the Company may determine,
either by the issue to such Record Holders of warrants representing such rights,
preferences or privileges or by such other method as may be determined by the
Company in its discretion with the approval of the Depositary; provided,
however, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Company determines that it is not lawful or (after
consultation with the Depositary) not feasible to make such rights, preferences
or privileges available to Record Holders of Receipts by the issue of warrants
or otherwise or (ii) if and to the extent so instructed by Record Holders of
Receipts who do not desire to exercise such rights, preferences or privileges,
then the Company, in its discretion, may, if applicable laws or the terms of
such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such place or places and
upon such terms as it may deem proper.  The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed by the Depositary to the Record
Holders of Receipts entitled thereto as provided by Section 4.1 in the case of a
distribution received in cash. The Company shall not make any distribution of
any such rights, preferences 

                                      15
<PAGE>
 
or privileges unless the Company shall have provided an opinion of counsel
stating that such rights, preferences or privileges have been registered under
the Securities Act or that the offering and sale of such rights, preferences or
privileges are exempt from registration under the Securities Act.

          If registration under the Securities Act of the securities to which
any rights, preferences or privileges relate is required in order for Record
Holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to 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 Record Holders to exercise such
rights, preferences or privileges.  In no event shall the Depositary make
available to the Record 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 Record Holders are exempt from registration
under the provisions of the Securities Act.

          If any other action under the laws of any jurisdiction or any
governmental or administrative authorization, consent or permit is required in
order for such rights, preferences or privileges to be made available to Record
Holders of Receipts, the Company agrees with the Depositary that the Company
will use its 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 Record Holders to exercise such rights,
preferences or privileges.

          Section 4.4  Notice of Dividends, etc.; Fixing of Record Date for
                       ----------------------------------------------------
Holders of Receipts.  Whenever (i) any cash dividend or other cash distribution
-------------------                                                            
shall become payable, any distribution other than cash shall be made, or any
rights, preferences or privileges shall at any time be offered, with respect to
Stock, or (ii) 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 any solicitation of consents in respect of the Stock, or any call
of any shares of Stock or at any time the Depositary and the Company shall
decide it is appropriate, the Depositary shall in each such instance fix a
record date (which shall be the same date as the record date fixed by the
Company with respect to the Stock) for the determination of the Record Holders
of Receipts who shall be entitled to (a) receive such dividend, distribution,
rights, 

                                      16
<PAGE>
 
preferences or privileges or the net proceeds of the sale thereof, (b) receive
notice of, and give instructions for the exercise of voting rights at, any such
meeting or (c) receive notice of any such call, subject to the provisions
hereof.

          Section 4.5  Voting Rights.  Upon receipt of notice of any meeting at
                       -------------                                           
which the holders of Stock are entitled to vote or any solicitation of consents
in respect of Stock, the Depositary shall, as soon as practicable thereafter,
mail to the Record Holders of Receipts a notice which shall contain (i) such
information as is contained in such notice of meeting or consent solicitation
and (ii) a statement that the Record Holders may, subject to any applicable
restrictions, instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Stock represented by their respective Depositary
Shares and a brief statement as to the manner in which such instructions may be
given.  Upon the written request of a Record Holder of a Receipt on the relevant
record date, the Depositary shall use its best efforts insofar as practicable to
vote or cause to be voted or deliver a consent with respect to the amount of
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 which may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Stock or cause such
Stock to be voted. In the absence of specific instructions from the Record
Holder of a Receipt, the Depositary will abstain from voting to the extent of
the Stock represented by the Depositary Shares evidenced by such Receipt.

          Record Holders of Receipts shall also be entitled to vote on certain
amendments to this Deposit Agreement pursuant to Section 6.1 hereof.

          Section 4.6  Inspection of Reports.   The Depository shall make
                       ---------------------                             
available for inspection by Record Holders of Receipts at the Depositary's
Office during normal business hours, and at such other places as it may from
time to time deem advisable, any reports and communications received from the
Company which are received by the Depositary as the holder of Stock.

          Section 4.7  Lists of Receipt Holders.   Promptly upon request from
                       ------------------------                              
time to time by the Company, the Depositary shall furnish to it a list, as of
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.

                                      17
<PAGE>
 
                                   ARTICLE V

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

          Section 5.1  Maintenance of Offices, Agencies and Transfer Books by
                       ------------------------------------------------------
the Depositary; Registrar.  Upon execution of this Deposit Agreement, the
-------------------------                                                
Depositary shall maintain at the Depositary's Office facilities for the
execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, all in accordance with the provisions of this Deposit
Agreement.

          The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, and to reflect potential
split-ups and combinations of Depositary Shares, which books at all reasonable
times shall be open for inspection by the Record Holders of Receipts; provided,
that any such Record Holder requesting to exercise such right shall certify to
the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.

          The Depositary may close each such books only when the Depositary's
Office is not open for business, the register of stockholders of the Company is
closed or as otherwise required by law.

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

          Section 5.2  Prevention of or Delay in Performance by the Depositary,
                       --------------------------------------------------------
the Depositary's Agents, the Registrar or the Company.  None of the Depositary,
-----------------------------------------------------                          
any Depositary's Agent or the Company shall incur any liability to any Record
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, 

                                      18
<PAGE>
 
in the case of the Depositary or any Depositary's Agent, by reason of any
provision, present or future, of the Company's Amended and Restated Certificate
of Incorporation, as amended (including the Certificate) or by reason of any act
of God or war or other circumstance beyond the control of the relevant party,
the Depositary, any Depositary's Agent, or the Company shall be prevented or
forbidden from, or subjected to any penalty on account of, doing or performing
any act or thing which the terms of this Deposit Agreement provide shall be done
or performed; nor shall the Depositary, any Depositary's Agent or the Company
incur any liability to any Record Holder of a Receipt (i) by reason of any
nonperformance or delay, caused as aforesaid, in the performance of any act or
thing which the terms of this Deposit Agreement provide shall or may be done or
performed, or (ii) by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement except, in the case of any
such exercise or failure to exercise discretion not caused as aforesaid, if
caused by the negligence, willful misconduct or bad faith of the party charged
with such exercise or failure to exercise.

          Section 5.3  Obligations of the Depositary, the Depositary's Agents,
                       -------------------------------------------------------
the Registrar and the Company.  None of the Depositary, any Depositary's Agent
-----------------------------                                                 
or the Company assumes any obligation or shall be subject to any liability under
this Deposit Agreement to Record Holders of Receipts other than for its
negligence, willful misconduct or bad faith.

          None of the Depositary, any Depositary's Agent or the Company shall be
under any obligation to appear in, prosecute or defend any action, suit or other
proceeding in respect of the Stock, the Common Stock, the Depositary Shares or
the Receipts which in its opinion may involve it in expense or liability unless
indemnity satisfactory to it against all expense and liability be furnished as
often as may be required.

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

                                      19
<PAGE>
 
          The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the shares of Stock or for the manner or effect
of any such vote made, as long as any such action or non-action is in good faith
or in accordance with the Deposit Agreement.  The Depositary undertakes, and any
Registrar shall be required to undertake, to perform such duties and only such
duties as are specifically set forth in this Deposit Agreement, and no implied
covenants or obligations shall be read into this Deposit Agreement against the
Depositary or any Registrar.  The Depositary and the Depositary's Agents  may
own and deal in any class of securities of the Company and its affiliates and in
Receipts.  The Depositary may also act as transfer agent or registrar of any of
the securities of the Company and its affiliates.

          It is intended that neither the Depositary nor any Depositary's Agent
shall be deemed to be an "issuer" of the securities 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.

          None of the Depositary (or its officers, directors, employees or
agents), any Depositary's Agent or the Registrar makes any representation or has
any responsibility as to the validity of the shelf registration statement
pursuant to which the Depositary Shares are registered under the Securities Act,
the Stock, the Depositary Shares or the Receipts (except its countersignature
thereon), 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 or the Receipts, 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: (i) the Depositary has been duly organized and is validly existing and
in good standing under the laws of the State of New York, with full power,
authority and legal right under such law to execute, deliver and carry out the
terms of this Deposit Agreement; (ii) this Deposit Agreement has been duly
authorized, executed 

                                      20
<PAGE>
 
and delivered by the Depositary; and (iii) this Deposit Agreement constitutes a
valid and binding obligation of the Depositary, enforceable against the
Depositary in accordance with its terms.

          Section 5.4  Resignation and Removal of the Depositary; Appointment of
                       ---------------------------------------------------------
Successor Depositary.  The Depositary may at any time resign as Depositary
--------------------                                                      
hereunder by notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

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

          In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 45 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000.  If no successor Depositary shall have been so appointed and have
accepted appointment within 45 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary.  Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Depositary under this Deposit Agreement, and such predecessor, upon payment
of all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock 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, or any corporation succeeding to all or substantially
all of the corporate trust business of the Depositary, shall be the successor of
such Depositary 

                                      21
<PAGE>
 
without the execution or filing of any document or any further act, and notice
thereof shall not be required hereunder. Such successor Depositary may
authenticate the Receipts in the name of the predecessor Depositary or in the
name of the successor Depositary.

          Section 5.5  Corporate Notices and Reports.  The Company agrees that
                       -----------------------------                          
it will forward to the Depositary, and the Depositary shall in turn transmit to
the Record Holders of Receipts, in each case at the addresses furnished to it
pursuant to Section 4.8, all notices and reports (including without limitation
financial statements) required by law, by the rules of any national securities
exchange upon which the Stock, the Depositary Shares or the Receipts are listed
or by the Company's Amended and Restated Certificate of Incorporation,
(including the Certificate), to be furnished by the Company to holders of Stock.
Such transmission will be at the Company's expense.

          Section 5.6  Indemnification by the Company.  The Company shall
                       ------------------------------                    
indemnify the Depositary and any Depositary's Agent against, and hold each of
them harmless from, any loss, liability or expense (including the costs and
expenses of defending itself) which may arise out of (a) acts performed or
omitted in connection with this Deposit Agreement and the Receipts (i) by the
Depositary or any of its agents (including any Depositary's Agent), except for
any liability arising out of negligence, wilful misconduct or bad faith on the
respective parts of any such person or persons, or (ii) by the Company or any of
its agents, or (b) the offer, sale or registration of the Receipts, the Common
Stock or the Stock pursuant to the provisions hereof.  The obligations of the
Company set forth in this Section 5.6 shall survive any resignation or removal
of any Depositary or Depositary's Agent and the termination of this Deposit
Agreement.

          Section 5.7  Charges and Expenses.  The Company shall pay all transfer
                       --------------------                                     
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements. The Company shall pay all charges of the Depositary
in connection with the initial deposit of the Stock, the initial issuance of the
Depositary Shares and any redemption or conversion of the Stock and all
withdrawals of shares of the Stock by owners of Depositary Shares. All other
transfer and other taxes and governmental charges shall be at the expense of
Record Holders of Depositary Shares. The Depositary may refuse to effect any
registration of transfer of a Receipt or any withdrawal of Stock evidenced
thereby until all such taxes and charges with respect to such Receipt or Stock
are paid by the holder thereof. If a Record Holder of Receipts requests the
Depositary to perform duties not required under this Deposit Agreement, the
Depositary shall notify the Record Holder of the approximate cost of the 
performance 

                                      22
<PAGE>
 
of such duties. If such duties are subsequently performed at the request of such
Record Holder, such Record Holder will be liable for such charges and expenses.
All other charges and expenses of the Depositary and any Depositary's Agent
hereunder (including, in each case, fees and expenses of counsel) incident to
the performance of their respective obligations hereunder will be paid upon
consultation and agreement between the Depositary and the Company as to the
amount and nature of such charges and expenses.


                                  ARTICLE VI

                           Amendment and Termination

          Section 6.1  Amendment.  The form of Receipt evidencing the Depositary
                       ---------                                                
Shares and any provision of this Deposit Agreement may at any time be amended by
agreement between the Company and the Depositary.  However, any amendment to
such documents which materially and adversely alters the rights of the holders
of Receipts or of the Depositary Shares evidenced thereby (or, which relates to
or affects rights to receive dividends or distributions, or voting or redemption
rights) will not be effective unless such amendment has been approved by the
Record Holders of at least 66 2/3% of the Depositary Shares then outstanding.  
In no event may any amendment impair the right of any Record Holders of
Receipts, subject to the conditions specified in this Deposit Agreement, upon
such surrender of the Receipts evidencing such Depositary Shares, to receive
Stock or upon conversion of the Stock represented by the Depositary Receipts, to
receive shares of Common Stock, and in each case any money or other property
represented thereby, except in order to comply with mandatory provisions of
applicable law. Every Record Holder of Receipts at the time any such amendment
becomes effective shall be deemed to consent and agree to such amendment and to
be bound by this Deposit Agreement.

          Section 6.2  Termination.  This Deposit Agreement may be terminated by
                       -----------                                              
the Company or the Depositary only if (i) all outstanding Depositary Shares have
been redeemed or converted, (ii) 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 Record Holders of
Receipts or (iii) upon the consent of Record Holders of Receipts representing
not less than 66 2/3% of the Depositary Shares then outstanding.

                                      23
<PAGE>
 
          Whenever this Deposit Agreement has been terminated pursuant to clause
(iii) of the preceding paragraph the Depositary will mail 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 45 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.  If any Receipts remain
outstanding after the date of termination, the Depositary thereafter will
discontinue the transfer of Receipts, will suspend the distribution of dividends
to the Record Holders thereof, and will not give any further notices (other than
notices of such termination) or perform any further acts under this Deposit
Agreement except as provided below and except that the Depositary will continue
to (i) collect dividends on the Stock and any distributions with respect thereto
and (ii) deliver the Stock together with such dividends and distributions and
the net proceeds of any sales of rights, preferences, privileges or other
property, without liability for interest thereon, in exchange for Receipts
surrendered.  At any time after the expiration of three years from the date of
termination, the Depositary may sell the Stock then held by it at public or
private sales, at such place or places and upon such terms as it deems proper
and may thereafter hold the net proceeds of any such sale, together with any
money and other property then held by it, without liability or interest thereon,
for the pro rata benefit of the Record Holders of Receipts which have not been
surrendered.  Subject to applicable escheat laws, any monies set aside by the
Company in respect of any payment with respect to the Stock represented by the
Depositary Shares, or dividends thereon, and unclaimed at the end of three years
from the date upon which such payment is due and payable shall revert to the
general funds of the Company, after which time the Record Holders of such
Depositary Shares shall look only to the general funds of the Company for the
payment thereof.

          The Company does not intend to terminate this Deposit Agreement or to
permit the resignation of the Depositary without appointing a successor
depositary.

          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 and any Depositary's Agent under Sections 5.6 and
5.7.

                                      24
<PAGE>
 
                                  ARTICLE VII

                                 Miscellaneous

          Section 7.1  Counterparts.  This Deposit Agreement may be executed in
                       ------------                                            
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

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

          Section 7.3  Invalidity of Provisions.  In case any one or more of the
                       ------------------------                                 
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

          Section 7.4  Notices.  Any and all notices to be given to the Company
                       -------                                                 
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, telegram, telex or
facsimile confirmed by letter, addressed to the Company at 3 Bethesda
MetroCenter, Bethesda, Maryland 20814, to the attention of Bradley E. Sparks,
facsimile number (301) 951-2592, or at any other address of which the Company
shall have notified the Depositary in writing.

          Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail, telegram or facsimile confirmed by letter,
addressed to the Depositary at the Depositary's Office at 140 Broadway, 12/th/
Floor, New York, New York 10005-1180 to the attention of the Corporate Trust
Department, facsimile (212) 658-6425 or at any other address of which the
Depositary shall have notified the Company in writing.

          Any and all notices to be 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
confirmed by letter, addressed to such Record Holder at the address of such
Record Holder as it appears on the Receipt register of the Depositary, or if
such Record Holder shall have 

                                      25
<PAGE>
 
filed with the Depositary a written request that notices intended for such
Record Holder be mailed to some other address, at the address designated in such
request.

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

          Section 7.5  Depositary's Agents.  The Depositary may from time to
                       -------------------                                  
time appoint one or more agents (each, a "Depository's Agent") to act in any
respect for the Depositary for the purposes of this Deposit Agreement and may at
any time appoint additional Depositary's Agents and vary or terminate the
appointment of such Depositary's Agents.  The Depositary will notify the Company
of any such action.

          Section 7.6  Holders of Receipts are Parties.  The Record Holders of
                       -------------------------------                        
Receipts from time to time shall be parties to this Deposit Agreement and shall
be bound by and entitled to the benefits of all of the terms and conditions
hereof and of the Receipts by acceptance of delivery thereof.

          Section 7.7  Governing Law.  This Deposit Agreement and the Receipts
                       -------------                                          
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by, and construed in accordance with, the laws of the State of New
York without giving effect to principles of conflict of laws.

          Section 7.8  Inspection of Deposit Agreement.  Copies of this Deposit
                       -------------------------------                         
Agreement shall be filed with the Depositary and the Depositary's Agents and
shall be open to inspection during business hours at the Depositary's Office and
the respective offices of the Depositary's Agents, if any, by any Record Holder
of a Receipt.

          Section 7.9  Headings.  The headings of articles and sections in this
                       --------                                                
Deposit Agreement and in the form of Receipt set forth in Exhibit A hereto have
been inserted for convenience only and are not to be regarded as a part of this
Deposit Agreement or the Receipts or to have any bearing upon the meaning or
interpretation of any provision contained herein or in the Receipts.

                                      26
<PAGE>
 
          IN WITNESS WHEREOF, the Company and the Depositary 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.

                                OMNIPOINT CORPORATION



                                By: /s/ Bradley E. Sparks
                                    -------------------------------------     
                                Name:  Bradley E. Sparks    
                                Title: Vice President and
                                       Chief Financial Officer



                                MARINE MIDLAND BANK, as Depositary



                                By: /s/ Frank J. Godino
                                    -------------------------------------     
                                Name:  Frank J. Godino
                                Title: Corporate Trust Officer
<PAGE>
 
                                    ANNEX A

                          FORM OF DEPOSITARY RECEIPT




                                      A-1