ex4-8.htm


    Exhibit
4.8

     

     

     

     

     

     

     

     

     

     

     

     

     

    FIRST FINANCIAL HOLDINGS,
INC.,

    


    AND

    


    [DEPOSITORY BANK]

    As Depository

    


    AND

    


    HOLDERS OF DEPOSITORY
RECEIPTS

    


    


    


    


    DEPOSIT AGREEMENT

    


    


    Dated as of __________,
20__

    


     

     

     

     

     

     

     

     

     

     

     

     

     

    
 


    
      
         


      

      
         


         


      

      
         


      

    

     

    
 

    TABLE OF CONTENTS

    


    
      	
              DEPOSIT
      AGREEMENT

            	
              1

            
	 	 
	
              ARTICLE
      I DEFINITIONS

            	
              1

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

              SURRENDER,
      REDEMPTION AND CONVERSION OF RECEIPTS

            	
              2

            
	 	 
	 
      	
              SECTION
      2.1 Form and Transfer of Receipts.

            	
              2

            
	 
      	
              SECTION
      2.2 Temporary Receipts.

            	
              3

            
	 
      	
              SECTION
      2.3 Deposit of Stock; Execution And Delivery of Receipts in Respect
      Thereof.

            	
              3

            
	 
      	
              SECTION
      2.4 Redemption, Conversion and Exchange of Stock.

            	
              3

            
	 
      	
              SECTION
      2.5 Register of Transfer of Receipts.

            	
              5

            
	 
      	
              SECTION
      2.6 Combination And Split-ups of Receipts.

            	
              5

            
	 
      	
              SECTION
      2.7 Surrender of Receipts And Withdrawal of Stock.

            	
              5

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

            	
              6

            
	 
      	
              SECTION
      2.9 Lost Receipts, etc.

            	
              6

            
	 
      	
              SECTION
      2.10 Cancellation And Destruction of Surrendered Receipts.

            	
              7

            
	 	 	 
	
              ARTICLE
      III CERTAIN OBLIGATIONS OF HOLDERS  OF RECEIPTS AND THE
      COMPANY

            	
              7

            
	 	 
	 
      	
              SECTION
      3.1 Filing Proofs, Certificates And Other Information.

            	
              7

            
	 
      	
              SECTION
      3.2 Payment of Taxes or Other Governmental Charges.

            	
              7

            
	 
      	
              SECTION
      3.3 Withholding.

            	
              7

            
	 
      	
              SECTION
      3.4 Representations And Warranties as to Stock.

            	
              7

            
	 	 	 
	
              ARTICLE
      IV THE STOCK, NOTICES

            	
              8

            
	 	 
	 
      	
              SECTION
      4.1 Cash Distributions.

            	
              8

            
	 
      	
              SECTION
      4.2 Distributions Other Than Cash.

            	
              8

            
	 
      	
              SECTION
      4.3 Subscription Rights, Preferences or Privileges.

            	
              8

            
	 
      	
              SECTION
      4.4 Notice of Dividends, Fixing of Record Date For Holders of
      Receipts.

            	
              9

            
	 
      	
              SECTION
      4.5 Voting Rights.

            	
              9

            
	 
      	
              SECTION
      4.6 Changes Affecting Stock and Reclassifications, Recapitalizations,
      Etc.

            	
              9

            
	 
      	
              SECTION
      4.7 Reports.

            	
              10

            
	 
      	
              SECTION
      4.8 Lists of Receipt Holders.

            	
              10

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

            	
              10

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

            	
              10

            
	 
      	
              SECTION
      5.2 Prevention or Delay in Performance by The Depositary, The Depositary's
      Agents, The Registrar or The Company.

            	
              10

            
	 
      	
              SECTION
      5.3 Obligations of the Depositary, the Depositary's Agents, the Registrar
      and the Company.

            	
              11

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

            	
              12

            
	 
      	
              SECTION
      5.5  Corporate Notices and Reports.

            	
              12

            
	 
      	
              SECTION
      5.6 Deposit of Stock by the Company.

            	
              12

            
	 
      	
              SECTION
      5.7  Indemnification by the Company.

            	
              13

            
	 
      	
              SECTION
      5.8 Fees, Charges and Expenses.

            	
              13

            
	 	 	 


    

     

     

    
      
         

      

      
        ii

        
        

      

      
         

      

    

     

     

    
      	
              ARTICLE
      VI AMENDMENT AND TERMINATION

            	
              13

            	 
      
	 	 	 
	 
      	
              SECTION
      6.1 Amendment.

            	
              13

            	 
      
	 
      	
              SECTION
      6.2 Termination.

            	
              13

            	 
      
	 	 	 	 
	
              ARTICLE
      VII MISCELLANEOUS

            	
              14

            	 
      
	 	 	 
	 
      	
              SECTION
      7.1  Counterparts.

            	
              14

            	 
      
	 
      	
              SECTION
      7.2 Exclusive Benefits of Parties.

            	
              14

            	 
      
	 
      	
              SECTION
      7.3  Invalidity of Provisions.

            	
              14

            	 
      
	 
      	
              SECTION
      7.4 Notices.

            	
              14

            	 
      
	 
      	
              SECTION
      7.5 Depositary's Agents.

            	
              15

            	 
      
	 
      	
              SECTION
      7.6 Holders of Receipts are Parties.

            	
              15

            	 
      
	 
      	
              SECTION
      7.7 Governing Law.

            	
              15

            	 
      
	 
      	
              SECTION
      7.8 Headings.

            	
              15

            	 
      


    

    


    


    


    


    


    


    



    
      
         


      

      
        iii

         


      

      
         


      

    


    DEPOSIT
AGREEMENT

     

    DEPOSIT
AGREEMENT, dated as of ______________, 20__, among First Financial Holdings,
Inc., a Delaware corporation, [DEPOSITARY BANK], a banking corporation, as
Depositary, and all holders from time to time of Receipts issued
hereunder.

     

    W I T N E
S S E T H:

     

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

     

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

     

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

     

    ARTICLE
I

    DEFINITIONS

     

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

     

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

     

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

     

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

     

    “Company”
shall mean First Financial Holdings, Inc., 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 ____________.

     

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

     

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

     

    “Depositary
Share” shall mean the rights evidenced by the Receipts executed and delivered
hereunder, including the interests in Stock granted to holders of Receipts
pursuant to the terms and conditions of this 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, distribution, redemption and liquidation rights
contained in the Certificate of Designation, and to

     


    
      
         


      

      
         


         


      

      
         


      

    


    the
benefits of all obligations and duties of the Company in respect of the Stock
under the Certificate of Designation 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 7.5.

     

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

     

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

     

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

     

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

     

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

     

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

     

    ARTICLE II

    FORM
OF RECEIPTS, DEPOSIT OF STOCK,

    EXECUTION
AND DELIVERY, TRANSFER, SURRENDER,

    REDEMPTION
AND CONVERSION OF RECEIPTS

     

    SECTION 2.1 Form and Transfer of Receipts.

     

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

     

    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 or automated quotation system upon which the Stock or the Depositary
Shares may be listed or quoted 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

     


    
      
         


      

      
        2

         


      

      
         


      

    


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

     

    SECTION
2.2 Temporary Receipts.

     

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

     

    SECTION 2.3 Deposit of Stock; Execution And Delivery of Receipts in
Respect Thereof.

     

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

     

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

     

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

     

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

     

    SECTION
2.4 Redemption, Conversion and Exchange of Stock.

     

    Whenever
the Company shall elect or be required to redeem for cash or convert or exchange
shares of Stock into or for shares of Common Stock or other securities in
accordance with the Certificate of Designation, it shall (unless otherwise
agreed in writing with the Depositary) give the Depositary in its capacity as
Depositary not less than 30 business days’ prior notice of the proposed date of
the mailing of a notice of redemption, conversion or exchange of Stock and the
simultaneous redemption, conversion or exchange of the Depositary Shares
representing the Stock to be redeemed, converted or exchanged and of the number
of such shares of Stock held by the Depositary to be redeemed, converted or
exchanged, as well as, in the case of redemption, the applicable redemption
price, as set forth in the Certificate of Designation, including the amount, if
any, of accrued and unpaid dividends (including, without limitation, accumulated
dividends, if any, for prior dividend periods) to the date of such
redemption. The

     


    
      
         


      

      
        3

         


      

      
         


      

    


    Depositary
shall, as directed by the Company in writing, mail, first class postage prepaid,
notice of the redemption, conversion or exchange of Stock and the proposed
simultaneous redemption, conversion or exchange of the Depositary Shares
representing the Stock to be redeemed, converted or exchanged, not less than 30
and not more than 60 days prior to the date fixed for redemption, conversion or
exchange of such Stock and Depositary Shares, to the record holders of the
Receipts evidencing the Depositary Shares to be so redeemed, converted or
exchanged, at the addresses of such holders as the same appear on the records of
the Depositary; provided, that if the effectiveness of a merger, consolidation
or other transaction makes it impracticable to provide at least 30 days’ notice,
the Depositary shall provide such notice as soon as practicable prior to such
effectiveness. Any such notice shall also be published in the same manner as
notices of redemption or conversion or exchange of Stock are required to be
published pursuant to the Certificate of Designation. 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, conversion or exchange.

     

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

     

    On the
date of any such redemption, conversion or exchange, the Depositary shall
surrender the certificate or certificates held by the Depositary evidencing the
number of shares of Stock to be redeemed, converted or exchanged in the manner
specified in the notice of redemption, conversion or exchange of Stock provided
by the Company pursuant to the Certificate of Designation. The Depositary shall,
thereafter, redeem, convert or exchange the number of Depositary Shares
representing such redeemed, converted or exchanged 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, (i)
in the case of redemption, funds sufficient in amount to pay the applicable
redemption price to the holders of the Receipts evidencing the Depositary Shares
to be redeemed; or (ii) in the case of conversion or exchange, a sufficient
quantity of shares of Common Stock or other securities to convert or exchange
such number of Depositary Shares, plus, in the case of redemption, conversion or
exchange, any accrued and unpaid dividends payable with respect thereto to and
including the date of any such redemption, conversion or exchange. In case fewer
than all the outstanding Depositary Shares are to be redeemed, converted or
exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be
selected by lot or on a pro rata basis or by any equitable method as the Company
may decide.

     

    Notice
having been mailed by the Depositary as aforesaid, from and after the
redemption, conversion or exchange date (unless the Company shall have failed to
redeem, convert or exchange the shares of Stock to be redeemed, converted or
exchanged 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 or exchange 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 cash, shares
of Common Stock or other securities payable or issuable upon redemption,
conversion or exchange 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 redeemed or converted into or exchanged for shares of Common
Stock or other

     


    
      
         


      

      
        4

         


      

      
         


      

    


    securities
at a rate equal to ________________________. The foregoing shall be subject
further to the terms and conditions of the Certificate of Designation. If fewer
than all of the Depositary Shares evidenced by a Receipt are called for
redemption or subject to conversion or exchange, the Depositary will deliver to
the holder of such Receipt upon its surrender to the Depositary, together with
the amounts payable hereunder upon such surrender, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption
or subject to conversion or exchange.

     

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

     

    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, converted or exchanged
and ending at the close of business on the day of the mailing of notice of
redemption, conversion or exchange 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 or
exchange except as provided in the second preceding paragraph of this Section
2.4.

     

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

     

    SECTION
2.5 Register of Transfer of Receipts.

     

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

     

    SECTION
2.6 Combination And Split-ups of Receipts.

     

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

     

    SECTION
2.7 Surrender of Receipts And Withdrawal of Stock.

     

    Any
holder of a Receipt or Receipts may withdraw any or all of the Stock (but only
in whole shares of Stock) represented by the Depositary Shares evidenced by such
Receipts and all money and other property, if any, represented by such
Depositary Shares by surrendering such Receipt or Receipts at the Corporate
Office, the New York Office or at such other office as the Depositary may
designate for such withdrawals. After such surrender, without unreasonable
delay, the Depositary shall deliver to such holder, or to the person or persons
designated by such holder as hereinafter provided, the whole number of shares of
Stock and all such money and other property, if any, represented by the
Depositary Shares evidenced by the Receipt or Receipts so surrendered for
withdrawal, but, except as provided below in this Section 2.7, holders of such
whole shares of Stock will not thereafter be entitled to

     


    
      
         


      

      
        5

         


      

      
         


      

    


    deposit
such Stock hereunder or to receive Depositary Shares therefor. If the Receipt or
Receipts delivered by the holder to the Depositary in connection with such
withdrawal shall evidence a number of Depositary Shares in excess of the number
of whole Depositary Shares representing the whole number of shares of Stock to
be withdrawn, the Depositary shall at the same time, in addition to such whole
number of shares of Stock and such cash and other property, if any, to be
withdrawn, deliver to such holder, or (subject to Section 2.5) upon his order, a
new Receipt or Receipts evidencing such excess number of whole Depositary
Shares. Delivery of the Stock and such cash and other property being withdrawn
may be made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of
transfer.

     

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

     

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

     

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

     

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

     

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

     

    SECTION
2.9 Lost Receipts, etc.

     

    In case
any Receipt shall be mutilated or destroyed or lost or stolen, the Depositary
shall execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt or in lieu of and in substitution for
such destroyed, lost or stolen Receipt unless the Depositary has notice that
such Receipt has been acquired by a bona fide purchaser; provided, however, that
the holder thereof provides the Depositary with (a) evidence satisfactory to the
Depositary of such destruction, loss or theft of such Receipt, of the
authenticity thereof

     


    
      
         


      

      
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    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.

     

    ARTICLE
III

    CERTAIN
OBLIGATIONS OF HOLDERS

     OF
RECEIPTS AND THE COMPANY

     

    SECTION
3.1 Filing Proofs, Certificates And Other Information.

     

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

     

    SECTION
3.2 Payment of Taxes or Other Governmental Charges.

     

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

     

    SECTION
3.3 Withholding.

     

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

     

    SECTION
3.4 Representations And Warranties as to Stock.

     

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

     


    
      
         


      

      
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    ARTICLE
IV

    THE
STOCK, NOTICES

     

    SECTION
4.1 Cash Distributions.

     

    Whenever
the Depositary shall receive any cash dividend or other cash distribution on the
Stock, the Depositary shall, subject to Section 3.2, distribute to record
holders of Receipts on the record date fixed pursuant to Section 4.4 such
amounts of such 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.

     

    SECTION
4.2 Distributions Other Than Cash.

     

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

     

    SECTION
4.3 Subscription Rights, Preferences or Privileges.

     

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

     

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

     


    
      
         


      

      
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    privilege
to subscribe for or to purchase any securities unless and until such
registration statement shall have become effective or unless the offering and
sale of such securities to such holders are exempt from registration under the
provisions of the Securities Act.

     

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

     

    SECTION
4.4 Notice of Dividends, Fixing of Record Date For Holders of
Receipts.

     

    Whenever
(a) any cash dividend or other cash distribution shall become payable, or any
distribution other than cash shall be made, or any rights, preferences or
privileges shall at any time be offered, with respect to the Stock, or (b) the
Depositary shall receive notice of any meeting at which holders of Stock are
entitled to vote or of which holders of Stock are entitled to notice or of the
mandatory conversion or exchange 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, exchange or redemption.

     

    SECTION
4.5 Voting Rights.

     

    Upon
receipt of notice of any meeting at which the holders of Stock are entitled to
vote, the Depositary shall, as soon as practicable thereafter, mail to the
record holders of Receipts a notice, which shall be provided by the Company and
which shall contain (a) such information as is contained in such notice of
meeting, (b) a statement that the holders of Receipts at the close of business
on a specified record date fixed pursuant to Section 4.4 will be entitled,
subject to any applicable provision of law, the Certificate of Incorporation or
the Certificate of Designation, to instruct the Depositary as to the exercise of
the voting rights pertaining to the Stock represented by their respective
Depositary Shares and (c) a brief statement as to the manner in which such
instructions may be given. Upon the written request of a holder of a Receipt on
such record date, the Depositary shall endeavor insofar as practicable to vote
or cause to be voted the Stock represented by the Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request. The
Company hereby agrees to take all reasonable action that may be deemed necessary
by the Depositary in order to enable the Depositary to vote such Stock or cause
such Stock to be voted. In the absence of specific instructions from the holder
of a Receipt, the Depositary will abstain from voting to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

     

    SECTION
4.6 Changes Affecting Stock and Reclassifications, Recapitalizations,
Etc.

     

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

     


    
      
         


      

      
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    SECTION
4.7 Reports.

     

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

     

    SECTION
4.8 Lists of Receipt Holders.

     

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

     

    ARTICLE
V

    THE
DEPOSITARY, THE DEPOSITARY'S AGENTS,

     THE
REGISTRAR AND THE COMPANY

     

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

     

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

     

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

     

    If the
Receipts or the Depositary Shares evidenced thereby or the Stock represented by
such Depositary Shares shall be listed on one or more stock exchanges or
automated quotation systems, 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 automated quotation
system. Such Registrar (which may be the Depositary if so permitted by the
requirements of such exchange or automated quotation system) 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 or automated quotation
systems, 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 the rules of
the applicable stock exchange or automated quotation system.

     

    SECTION
5.2 Prevention or Delay in Performance by The Depositary, The Depositary's
Agents, The Registrar or The Company.

     

    Neither
the Depositary nor any Depositary's Agent nor the Registrar nor the Company
shall incur any liability to any holder of any Receipt, if by reason of any
provision of any present or future law or regulation 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
Designation 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

     


    
      
         


      

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

     

    SECTION
5.3 Obligations of the Depositary, the Depositary's Agents, the Registrar and
the Company.

     

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

     

    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 that in
its opinion may involve it in expense or liability, unless indemnity
satisfactory to it against all expense and liability be furnished as often as
may be required.

     

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

     

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

     

    It is
intended that neither the Depositary nor any Depositary's Agent shall be deemed
to be an "issuer" of the Stock, the Depositary Shares, the Receipts or the
Common Stock or other securities issued upon conversion or exchange 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)

     


    
      
         


      

      
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    this
Deposit Agreement has been duly authorized, executed and delivered by the
Depositary; and (c) this Deposit Agreement constitutes a valid and binding
obligation of the Depositary, enforceable against the Depositary in accordance
with its terms, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws affecting enforcement of
creditors' rights generally and except as enforcement thereof is subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law). The Depositary shall not be accountable for
the use or application by the Company of the Depositary Shares or the Receipts
or the proceeds thereof.

     

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

     

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

     

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

     

    In case
at any time the Depositary acting hereunder shall resign or be removed, the
Company shall, within 90 days after the delivery of the notice of resignation or
removal, as the case may be, appoint a successor depositary, which shall be a
bank or trust company, or an affiliate of a bank or trust company, having its
principal office in the United States of America and having a combined capital
and surplus of at least $50,000,000. If a successor depositary shall not have
been appointed in 90 days, the resigning or removed Depositary may petition a
court of competent jurisdiction to appoint a successor depositary. Every
successor depositary shall execute and deliver to its predecessor and to the
Company an instrument in writing accepting its appointment hereunder, and
thereupon such successor depositary, without any further act or deed, shall
become fully vested with all the rights, powers, duties and obligations of its
predecessor and for all purposes shall be the Depositary under this Deposit
Agreement, and such predecessor, upon payment of all sums due it and on the
written request of the Company, shall promptly execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all rights, title and
interest in the Stock and any moneys or property held hereunder to such
successor and shall deliver to such successor a list of the record holders of
all outstanding Receipts. Any successor depositary shall promptly mail notice of
its appointment to the record holders of Receipts.

     

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

     

    SECTION
5.5  Corporate Notices and Reports.

     

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

     

    SECTION
5.6 Deposit of Stock by the Company.

     

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

     


    
      
         


      

      
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    SECTION
5.7  Indemnification by the Company.

     

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

     

    SECTION
5.8 Fees, Charges and Expenses.

     

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

     

    ARTICLE
VI

    AMENDMENT
AND TERMINATION

     

    SECTION
6.1 Amendment.

     

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

     

    SECTION
6.2 Termination.

     

    Whenever
so directed by the Company, the Depositary will terminate this Deposit Agreement
by mailing notice of such termination to the record holders of all Receipts then
outstanding at least 30 days prior to the date fixed in such notice for such
termination. Following such termination, 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 withdrawn, redeemed or converted into or exchanged for Common
Stock or other securities 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

     


    
      
         


      

      
        13

         


      

      
         


      

    


    Deposit
Agreement and shall continue to deliver the Stock and any money and other
property represented by Receipts, without liability for interest thereon, upon
surrender thereof by the holders thereof. At any time after the expiration of
two years from the date of termination, the Depositary may sell Stock then held
hereunder at public or private sale, at such places and upon such terms as it
deems proper and may thereafter hold in a segregated account the net proceeds of
any such sale, together with any money and other property held by it hereunder,
without liability for interest, for the benefit, pro rata in accordance with
their holdings, of the holders of Receipts that have not heretofore been
surrendered. After making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for such net proceeds
and money and other property. Upon the termination of this Deposit Agreement,
the Company shall be discharged from all obligations under this Deposit
Agreement except for its obligations to the Depositary, any Depositary's Agent
and any Registrar under Sections 5.7 and 5.8.

     

    ARTICLE
VII

    MISCELLANEOUS

     

    SECTION
7.1  Counterparts.

     

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

     

    SECTION
7.2 Exclusive Benefits of Parties.

     

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

     

    SECTION
7.3  Invalidity of Provisions.

     

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

     

    SECTION
7.4 Notices.

     

    Any
notices to be given to the Company hereunder or under the Receipts shall be in
writing and shall be deemed to have been duly given if personally delivered or
sent by mail, or by telegram or telex or telecopier confirmed by letter,
addressed to the Company at 34 Broad Street, Charleston, South Carolina 29401,
Attention: Chief Financial Officer, or at any other place to which the Company
may have transferred its principal executive office.

     

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

     

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

     


    
      
         


      

      
        14

         


      

      
         


      

    


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

     

    SECTION
7.5 Depositary's Agents.

     

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

     

    SECTION
7.6 Holders of Receipts are Parties.

     

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

     

    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.

     

    SECTION
7.8 Headings.

     

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

     

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

     

    
      	 
      	
              FIRST FINANCIAL HOLDINGS,
      INC.

               

               

               

               By
      ______________________________

               Name:
      ______________________________

               Title:
      ______________________________

               

               [DEPOSITARY
      BANK]

               

               By:
      ______________________________

               Name:
      ______________________________

               Title:
      ______________________________

            


    

    



    
      
         


      

      
        15

         


      

      
         


      

    


    EXHIBIT
A

    


    DEPOSITARY RECEIPT FOR
DEPOSITARY

    SHARES EACH REPRESENTING
__________

    OF A SHARE OF SERIES ____ PREFERRED
STOCK

    OF

    FIRST FINANCIAL HOLDINGS,
INC.

    


    (Incorporated under the Laws of the State of
Delaware)

    


    No.

    


    [DEPOSITARY
BANK] (the "Depositary") hereby certifies that ___________ is the registered
owner of ____________ Depositary Shares (the "Depositary Shares"), each
Depositary Share representing ___________ of a share of _____________ Preferred
Stock (the "Stock") of First Financial Holdings, Inc., 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 Designation establishing the rights,
preferences, privileges and limitations of the Stock (the "Certificate of
Designation"), copies of which are on file at the office of the Depositary at
which at any particular time its business in respect of matters governed by the
Deposit Agreement shall be administered, which at the time of the execution of
the Deposit Agreement is located at _____________, (the "Corporate Office").
This Depositary Receipt ("Receipt") shall not be entitled to any benefits under
the Deposit Agreement or be valid or obligatory for any purpose unless this
Receipt shall have been executed manually or, if a Registrar for the Receipts
(other than the Depositary) shall have been appointed, by facsimile by the
Depositary by the signature of a duly authorized signatory and, if executed by
facsimile signature of the Depositary, shall have been countersigned manually by
such Registrar by the signature of a duly authorized signatory.

     

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

     

    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:

    


    [DEPOSITORY BANK]

    


    ___________________________

    By:        Authorized
Signatory


    
      
         


      

      
        A-1

         


      

      
         


      

    


    [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, Conversion and Exchange
of Stock. Whenever the Company shall elect or be required to redeem for
cash or convert or exchange shares of Stock into or for shares of Common Stock
or other securities in accordance with the Certificate of Designation, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary in
its capacity as Depositary not less than 30 business days' prior notice of the
proposed date of the mailing of a notice of redemption, conversion or exchange
of Stock and the simultaneous redemption, conversion or exchange of the
Depositary Shares representing the Stock to be redeemed, converted or exchanged
and of the number of such shares of Stock held by the Depositary to be redeemed,
converted or exchanged, as well as, in the case of redemption, the applicable
redemption price, as set forth in the Certificate of Designation, including the
amount, if any, of accrued and unpaid dividends (including, without limitation,
accumulated dividends, if any, for prior dividend periods) to the date of such
redemption. The Depositary shall, as directed by the Company in writing, mail,
first class postage prepaid, notice of the redemption, conversion or exchange of
Stock and the proposed simultaneous redemption, conversion or exchange of
Depositary Shares representing the Stock to be redeemed, converted or exchanged,
not less than 30 and not more than 60 days prior to the date fixed for
redemption, conversion or exchange of such Stock and Depositary Shares, to the
record holders of the Receipts evidencing the Depositary Shares to be so
redeemed, converted or exchanged, at the addresses of such holders as the same
appear on the records of the Depositary; provided, that if the effectiveness of
a merger, consolidation or other transaction makes it impracticable to provide
at least 30 days' notice, the Depositary shall provide such notice as soon as
practicable prior to such effectiveness. Any such notice shall also be published
in the same manner as notices of redemption, conversion or exchange of the Stock
are required to be published pursuant to the Certificate of Designation. On the
date of any such redemption, conversion or exchange, the Depositary shall
surrender the certificate or certificates held by the Depositary evidencing the
number of shares of Stock to be redeemed, converted or exchanged in the manner
specified in the notice of redemption, conversion or exchange of Stock provided
by the Company pursuant to the Certificate of Designation. The Depositary shall,
thereafter, redeem, convert or exchange the number of Depositary Shares
representing such redeemed, converted or exchanged 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, (i)
in the case of redemption, funds sufficient in amount to pay the applicable
redemption price to the holders of the Receipts evidencing the Depositary Shares
to be redeemed; or (ii) in the case of conversion or exchange, a sufficient
quantity of shares of Common Stock or other securities to convert or exchange
such number of Depositary Shares, plus, in the case of redemption, conversion or
exchange, any accrued and unpaid dividends payable with respect thereto to and
including the date of any such redemption, conversion or exchange. In case fewer
than all the outstanding Depositary Shares are to be redeemed, converted or
exchanged, the Depositary Shares to be redeemed, converted or exchanged shall be
selected by lot or on a pro rata basis or by any other equitable method as the
Company may decide.

     

    Notice
having been mailed and published as aforesaid, from and after the redemption,
conversion or exchange date (unless the Company shall have failed to redeem,
convert or exchange the shares of Stock to be redeemed, converted or exchanged
by it upon the surrender of the certificate or certificates therefor by
the

     


    
      
         


      

      
        A-2

         


      

      
         


      

    


    Depositary
as described above), the Depositary Shares called for redemption or subject to
conversion or exchange 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 or other securities and cash, if
any, payable upon redemption, conversion or exchange 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 exchanged
for shares of Common Stock or other securities at a rate equal to
________________. The foregoing is subject further to the terms and conditions
of the Certificate of Designation. If fewer than all of the Depositary Shares
evidenced by this Receipt are called for redemption or subject to conversion or
exchange, the Depositary will deliver to the holder of this Receipt upon its
surrender to the Depositary, together with the amounts payable hereunder upon
such surrender, a new Receipt evidencing the Depositary Shares evidenced by such
prior Receipt and not called for redemption or subject to conversion or
exchange.

     

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

     

    5.           Transfers, Split-ups,
Combinations. Subject to Paragraphs 6, 7 and 8 below, this Receipt is
transferable on the books of the Depositary upon surrender of this Receipt to
the Depositary at the Corporate Office or the New York Office, or at such other
offices as the Depositary may designate, properly endorsed or accompanied by a
properly executed instrument of 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 exchange); (b)
production of proof satisfactory to it as to the identity and genuineness of any
signature and (c) compliance with such reasonable regulations, if any, as the
Depositary or the Company may establish not inconsistent with the Deposit
Agreement. Any person presenting Stock for deposit, or any holder of this
Receipt, may be required to file such proof of information, to execute such
certificates and to make such representations and warranties as the Depositary
or the Company may reasonably deem necessary or proper. The Depositary or the
Company may withhold or delay the delivery of this Receipt, the registration of
transfer, redemption, conversion or exchange of this Receipt, the withdrawal of
the Stock represented by the Depositary Shares evidenced by this Receipt or the
distribution of any dividend or other distribution until such proof or other
information is filed, such certificates are executed or such representations and
warranties are made.

     

    7.           Suspension of Delivery, Transfer,
Etc. The deposit of Stock may be refused and the delivery of this Receipt
against Stock or the registration of transfer, split-up, combination, surrender
or exchange of this Receipt and the withdrawal of deposited Stock may be
suspended (a) during any period when the register of shareholders of the Company
is closed, (b) if any such action is deemed necessary or advisable by the
Depositary, any of the Depositary's Agents or the Company at any time or from
time to time because of any requirement of law or of any government
or governmental body or commission, or under any provision of the Deposit
Agreement, or (c) with the 

     

     

    
      
         

      

      
        A-3

        
        

      

      
         

      

    

     

     

    approval
of the Company, for any other reason. The Depositary shall not be required (x)
to issue, transfer or exchange any Receipts for a period beginning at the
opening of business 15 days next preceding any selection of Depositary Shares
and Stock to be redeemed, converted or exchanged and ending at the close of
business on the day of the mailing of notice of redemption, conversion or
exchange of Depositary Shares or (y) to transfer or exchange for another Receipt
any Receipt evidencing Depositary Shares called or being called for redemption,
in whole or in part, or subject to conversion or exchange, except as provided in
the last sentence of Paragraph 3.3.

     

    8.           Payment of Taxes or Other
Governmental Charges. If any tax or other governmental charge shall
become payable by or on behalf of the Depositary with respect to (a) this
Receipt, (b) the Depositary Shares evidenced by this Receipt, (c) the Stock (or
fractional interest therein) or other property represented by such Depositary
Shares, or (d) any transaction referred to in Section 4.6 of the Deposit
Agreement, such tax (including transfer, issuance or 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 or other securities received in connection with
a conversion or exchange 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
materially and adversely alter the rights of the holders of Receipts shall not
become effective as to outstanding Receipts unless the amendment is approved by
the holders of at least a majority of the affected Depositary Shares then
outstanding. The holder of this Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold this Receipt, to consent and
agree to such amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right, subject to the
provisions of Paragraphs 3, 4, 6, 7 and 8 hereof and of Sections 2.4, 2.7 and
2.8 and Article III of the Deposit Agreement, of the owner of the Depositary
Shares evidenced by this Receipt to surrender this Receipt with instructions to
the Depositary to deliver to the holder the Stock and all money and other
property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law.

     

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

     

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

     

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

     

     

    
      
         

      

      
        A-4

        
        

      

      
         

      

    

     

     

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

     

    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 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 Designation
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 

     

     

    
      
         

      

      
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    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 in good faith such obligations
as are specifically set forth and undertaken by it to perform in the Deposit
Agreement without negligence.

     

    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 30 days prior to the
date fixed in such notice for such termination. Following such termination, the
Depositary shall deliver or make available for delivery to holders of Receipts,
upon surrender of the such Receipts evidencing Depositary Shares, such number of
whole or fractional shares of the Stock as are represented by the Depositary
Shares.

     

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

     

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

     

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

     

    20.           Governing Law. The Deposit
Agreement and this receipt and all rights thereunder and hereunder and
provisions thereof and hereof shall be governed by, and construed in accordance
with, the laws of the State of New York.

     


    
      
         


      

      
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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)

    


    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.)