Exhibit 4.3


 


FORM OF DEPOSIT AGREEMENT


 


among


 


GRIFFON CORPORATION,


 


[           ],

as Depositary,


 


and


 


HOLDERS OF DEPOSITARY RECEIPTS


 






 


DEPOSIT AGREEMENT


 






 


Dated as of [        ]


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

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

  	
  3

  
	
   

  	
   

  	
   

  
	
   

  	
  Section 2.1.

  	
   

  	
  Form and Transfer of Receipts

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.2.

  	
   

  	
  Temporary Receipts

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.3.

  	
   

  	
  Deposit of Stock; Execution and Delivery of Receipts
  in Respect Thereof

  	
  3

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.4.

  	
   

  	
  Redemption and Conversion of Stock

  	
  4

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.5.

  	
   

  	
  Register of Transfer of Receipts

  	
  6

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.6.

  	
   

  	
  Combination and Split-ups of Receipts

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.7.

  	
   

  	
  Surrender of Receipts and Withdrawal of Stock

  	
  7

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.8.

  	
   

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

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.9.

  	
   

  	
  Lost Receipts, etc

  	
  8

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 2.10.

  	
   

  	
  Cancellation and Destruction of Surrendered Receipts

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III

  	
  CERTAIN OBLIGATIONS OF
  HOLDERS OF RECEIPTS AND THE COMPANY

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.1.

  	
   

  	
  Filing Proofs, Certificates and Other Information

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.2.

  	
   

  	
  Payment of Taxes or Other Governmental Charges

  	
  9

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.3.

  	
   

  	
  Withholding

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 3.4.

  	
   

  	
  Representations and Warranties as to Stock

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV

  	
  THE STOCK, NOTICES

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.1.

  	
   

  	
  Cash Distributions

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.2.

  	
   

  	
  Distributions Other Than Cash

  	
  10

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.3.

  	
   

  	
  Subscription Rights, Preferences or Privileges

  	
  11

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.4.

  	
   

  	
  Notice of Dividends, Fixing of Record Date for
  Holders of Receipts

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.5.

  	
   

  	
  Voting Rights

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.6.

  	
   

  	
  Changes Affecting Stock and Reclassifications,
  Recapitalizations, etc

  	
  12

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.7.

  	
   

  	
  Reports

  	
  13

  



 


i

















 


TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 4.8.

  	
   

  	
  Lists of Receipt Holders

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V

  	
  THE DEPOSITARY, THE DEPOSITARY’S AGENTS, THE
  REGISTRAR AND THE COMPANY

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.1.

  	
   

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

  	
  13

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.2.

  	
   

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

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.3.

  	
   

  	
  Obligations of the Depositary, the Depositary’s Agents, the Registrar
  and the Company

  	
  14

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.4.

  	
   

  	
  Resignation and Removal of the Depositary, Appointment of Successor
  Depositary

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.5.

  	
   

  	
  Corporate Notices and Reports

  	
  16

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.6.

  	
   

  	
  Deposit of Stock by the Company

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.7.

  	
   

  	
  Indemnification by the Company

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 5.8.

  	
   

  	
  Fees, Charges and Expenses

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI

  	
  AMENDMENT AND TERMINATION

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.1.

  	
   

  	
  Amendment

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 6.2.

  	
   

  	
  Termination

  	
  18

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE
  VII

  	
  MISCELLANEOUS

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.1.

  	
   

  	
  Counterparts

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.2.

  	
   

  	
  Exclusive Benefits of Parties

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.3.

  	
   

  	
  Invalidity of Provisions

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.4.

  	
   

  	
  Notices

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.5.

  	
   

  	
  Depositary’s Agents

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.6.

  	
   

  	
  Holders of Receipts Are Parties

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.7.

  	
   

  	
  Governing Law

  	
  20

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Section 7.8.

  	
   

  	
  Headings

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A

  	
   

  	
   

  	
  A-1

  



 


ii

















 


DEPOSIT AGREEMENT


 


DEPOSIT
AGREEMENT, dated as of [         ],
among Griffon Corporation, a Delaware corporation, [         ],
a [         ] banking corporation,
as Depositary, and all holders from time to time of Receipts issued hereunder.


 


W I T N E S S E T H:


 


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


 


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


 


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


 


ARTICLE I


 


DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 

















 


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


 


“[Local] Office” shall mean the facility
maintained by the Depositary in [       
] 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” shall mean any security issuable
upon conversion or exchange of shares of Stock.


 


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


 


“Stock” shall mean shares of the Company’s Series [     ] Preferred Stock, par value $0.25 per
share.


 


2

















 


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


 


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


 


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


 


Title
to any Receipt (and to the Depositary Shares evidenced by such Receipt) that is
properly endorsed or accompanied by a properly executed instrument of transfer
shall be transferable by delivery with the same effect as in the case of a
negotiable instrument; provided, however,
that until transfer of a Receipt shall be registered on the books of the
Depositary as provided in Section 2.5, 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 


 


3

















 


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 [Local]
Office, except that, at the request, risk and expense of any person requesting
such delivery and for the account of such person, such delivery may be made at
such other place as may be designated by such person.  In each case, delivery will be made only upon
payment by such person to the Depositary of all taxes and other governmental
charges and any fees payable in connection with such deposit and the transfer
of the deposited Stock.


 


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


 


Section 2.4.                                   Redemption and Conversion of Stock.  [Include appropriate redemption and
conversion terms to the extent Stock is redeemable or convertible.]


 


Whenever
the Company shall elect to redeem or be required to convert shares of Stock
into 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 [    ] business
days’ prior notice of the proposed date of the mailing of a notice of
redemption or conversion of Stock and the simultaneous redemption or conversion
of the Depositary Shares representing the Stock to be redeemed or converted and
of the number of such shares of Stock held by the Depositary to be redeemed or
converted.  The Depositary shall, as
directed by the Company in writing, mail, first class postage prepaid, notice
of the redemption or conversion of Stock and the proposed simultaneous
redemption or conversion of the Depositary Shares representing the Stock to be
redeemed or converted, not less than [      ] and
not more than [     ] days prior to the date fixed for
redemption or conversion of such Stock and Depositary Shares, to the record
holders of the Receipts evidencing the Depositary Shares to be so redeemed or
converted, at the addresses of such holders as the same appear on the records
of the 


 


4

















 


Depositary; provided, that if the effectiveness
of a business combination transaction makes it impracticable to provide at
least [    ] days’ notice, the Depositary shall provide
such notice as soon as practicable prior to such effectiveness.  Any such notice shall also be published in
the same manner as notices of redemption or conversion of Stock are required to
be published pursuant to the Certificate of 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 or conversion.  The Company
shall provide the Depositary with such notice, and each such notice shall
state: (i) the redemption or conversion date; (ii) the number of
Depositary Shares to be redeemed or converted; (iii) if fewer than all the
Depositary Shares held by any holder are to be redeemed, the number of such
Depositary Shares held by such holder to be so redeemed; (iv) in the case
of a call for redemption, the call price payable upon redemption and the means
of calculating the number of Securities deliverable upon redemption; (v) whether
the Company is exercising any option to deliver Securities in lieu of any cash
consideration pursuant to the Certificate of Designation and the means of
calculating such number of Securities; (vi) the place or places where
Receipts evidencing Depositary Shares to be redeemed or converted are to be
surrendered for redemption or conversion; (vii) whether the Company is
depositing with a bank or trust company on or before the redemption or
conversion date, the Securities and cash, if any, payable by the Company and
the proposed date of such deposit; (viii) the amount of any accrued and
unpaid dividends payable per share of Stock to be redeemed or converted to and
including such redemption or conversion date, as the case may be; and (ix) that
dividends in respect of the Stock represented by the Depositary Shares to be
redeemed or converted will cease to accrue on such redemption or conversion
date (unless the Company shall default in delivering Securities and cash, if
any, at the time and place specified in such notice).  On the date of any such redemption or
conversion, the Depositary shall surrender the certificate or certificates held
by the Depositary evidencing the number of shares of Stock to be redeemed or
converted in the manner specified in the notice of redemption or conversion of
Stock provided by the Company pursuant to the Certificate of Designation.  The Depositary shall, thereafter, redeem or
convert the number of Depositary Shares representing such redeemed or converted
Stock upon the surrender of Receipts evidencing such Depositary Shares in the
manner provided in the notice sent to record holders of Receipts; provided,
that the Depositary shall have received, upon surrendering such certificate or
certificates as aforesaid, a sufficient number of Securities to convert or
redeem such number of Depositary Shares (including, in the event that the
Company elects pursuant to the Certificate of Designation to exercise any
option to deliver Securities in lieu of any cash consideration payable on the
effectiveness of a business combination transaction, a number of Securities equal
to such cash consideration (as determined in the manner set forth in the
Certificate of Designation), plus any accrued and unpaid dividends payable with
respect thereto to and including the date of any such redemption or conversion
and any other cash consideration payable on the effectiveness of a business
combination transaction (other than any dividends or other cash consideration
payable on the effectiveness of a business combination transaction that the
Company has elected to pay in Securities pursuant to the Certificate of
Designation) as instructed and calculated by the Company.  In case fewer than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed
shall be selected by the Depositary by lot or on a pro rata basis.


 


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


 


5

















 


certificates therefor by the Depositary as described
in the preceding paragraph), the Depositary Shares called for redemption or
subject to conversion shall be deemed no longer to be outstanding and all
rights of the holders of Receipts evidencing such Depositary Shares (except the
right to receive the Securities and cash, if any, payable upon redemption or
conversion upon surrender of such Receipts) shall, to the extent of such
Depositary Shares, cease and terminate. 
Upon surrender in accordance with said notice of the Receipts evidencing
such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary Shares shall be converted into or
redeemed for Securities at a rate equal to [        ]
of the number of Securities delivered, and the holders thereof shall be
entitled to [         ] of the
cash, if any, payable, in respect of the shares of Stock pursuant to the
Certificate of Designation.  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, the Depositary will deliver to the holder of such Receipt upon its
surrender to the Depositary, together with the Securities and all accrued and
unpaid dividends to and including the date fixed for redemption payable in
respect of the Depositary Shares called for redemption, a new Receipt
evidencing the Depositary Shares evidenced by such prior Receipt and not called
for redemption.


 


To the
extent that Depositary Shares are converted into or redeemed for Securities and
all of such Securities cannot be distributed to the record holders of Receipts
converted or called for redemption without creating fractional interests in
such 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
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 Sections 3.1 and 3.2,
be distributed or made available for distribution to such record holders that
would otherwise receive fractional interests in such Securities.


 


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


 


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


 


Section 2.5.                                   Register of Transfer of Receipts.


 


Subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
register on its books from time to time transfers of Receipts upon any
surrender thereof at the Corporate Office, the [Local] Office or such other
office as the Depositary may designate for


 


6














 


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 [Local] 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.  [Include applicable restrictions on
withdrawal of underlying securities.]


 


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 (unless the related Depositary Shares have previously been called
for redemption) and all money and other property, if any, represented by such
Depositary Shares by surrendering such Receipt or Receipts at the Corporate
Office, the [Local] Office or at such other office as the Depositary may
designate for such withdrawals.  After
such surrender, without unreasonable delay, the Depositary shall deliver to
such holder, or to the person or persons designated by such holder as
hereinafter provided, the whole number of shares of Stock and all such money
and other property, if any, represented by the Depositary Shares evidenced by
the Receipt or Receipts so surrendered for withdrawal.  If the Receipt or Receipts delivered by the
holder to the Depositary in connection with such withdrawal shall evidence a
number of Depositary Shares in excess of the number of whole Depositary Shares
representing the whole number of shares of Stock to be withdrawn, the
Depositary shall at the same time, in addition to such whole number of shares
of Stock and such money and other property, if any, to be withdrawn, deliver to
such holder, or (subject to Section 2.5) upon his order, a new Receipt or
Receipts evidencing such excess number of whole Depositary Shares; provided,
however, that the Depositary shall not issue any Receipt evidencing a
fractional Depositary Share.  Delivery of
the Stock and such money and other property being withdrawn may be made by the
delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate, which, if required by the Depositary, shall be
properly endorsed or accompanied by proper instruments of transfer.


 


If the
Stock and the money and other property being withdrawn are to be delivered to a
person or persons other than the record holder of the Receipt or Receipts being
surrendered for withdrawal of Stock, such holder shall execute and deliver to
the Depositary a written order so directing the Depositary and the Depositary
may require that the Receipt or Receipts surrendered by such holder for
withdrawal of such shares of Stock be properly endorsed in blank or accompanied
by a properly executed instrument of transfer in blank and that the 


 


7

















 


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.


 


Subject
to Sections 2.8 and 3.2, 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 Securities or property of the Company being
issued upon conversion or redemption); (b) production of proof
satisfactory to it as to the identity and genuineness of any signature; and (c) compliance
with such reasonable regulations, if any, as the Depositary or the Company may
establish not inconsistent with the provisions of this Deposit Agreement.


 


The
deposit of Stock may be refused and 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, destroyed, lost or stolen, the Depositary
shall execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated, destroyed, lost or stolen 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 


 


8

















 


authenticity thereof and of his ownership thereof, (b) reasonable
indemnification satisfactory to the Depositary or the payment of any charges
incurred by the Depositary in obtaining insurance in lieu of such
indemnification and (c) payment of any expense (including fees, charges
and expenses of the Depositary) in connection with such execution and delivery.


 


Section 2.10.  Cancellation and Destruction of Surrendered Receipts.


 


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


 


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 or
otherwise reasonably request.  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 or the sale of any rights or the proceeds thereof 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 Securities received in connection with a conversion or
redemption of Stock) represented by the Depositary Shares evidenced by such
Receipt may be sold for the account of the holder thereof (after attempting by
reasonable means to notify such holder prior to such sale).  Any dividend or other distribution so
withheld and the proceeds of any such sale may be applied to any payment of
such tax or other governmental charge, the holder of such Receipt remaining
liable for any deficiency.


 


9

















 


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 and Securities represented thereby.  The Depositary shall be responsible with
respect to the Stock and Securities represented thereby 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.


 


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 Sections 3.1 and 3.2, distribute to
record holders of Receipts on the record date fixed pursuant to Section 4.4
such amounts of such sum as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that in case the Company or the
Depositary shall be required by law to withhold and does withhold from any cash
dividend or other cash distribution in respect of the Stock an amount on
account of taxes or as otherwise required by law, regulation or court process,
the amount made available for distribution or distributed in respect of
Depositary Shares shall be reduced accordingly. 
The Depositary shall distribute or make available for distribution, as the
case may be, only such amount, however, as can be distributed without
attributing to any owner of Depositary Shares a fraction of one cent and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution to record holders of Receipts
then outstanding.


 


Section 4.2.    Distributions Other Than Cash.


 


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


 


10

















 


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 Sections 3.1 and 3.2, be distributed or made available for
distribution, as the case may be, by the Depositary to record holders of
Receipts as provided by Section 4.1 in the case of a distribution received
in cash.


 


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, to the extent necessary, the Company
shall promptly file a registration statement pursuant to the Securities Act
with respect to such securities and use its reasonable best efforts and take
all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such holders to exercise such rights, preferences or
privileges.  In no event shall the
Depositary make available to the holders of Receipts any right, preference or
privilege to subscribe for or to purchase any securities unless and until a
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.


 


11

















 


Section 4.4.    Notice of Dividends, Fixing of Record Date for Holders
of Receipts.


 


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


 


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 use its reasonable best efforts 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 business combination
transaction) 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.


 


12

















 


Section 4.7.    Reports.


 


The
Depositary shall make available for inspection by holders of Receipts at the
Corporate Office, the [Local] 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 [and shall mail copies to all holders of the Receipts].


 


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


 


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


 


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


 


13

















 


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


 


Section 5.2.    Prevention or Delay in Performance by the Depositary,
the Depositary’s Agents, the Registrar or the Company.


 


Neither
the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
shall incur any liability to any holder of any Receipt, if by reason of any
provision of any present or future law or regulation thereunder of the United
States of America or of any other governmental authority or, in the case of the
Depositary, the Registrar or any Depositary’s Agent, by reason of any
provision, 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,
delayed or forbidden from, or subjected to any penalty on account of, 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, bad
faith or willful misconduct.


 


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


 


Neither
the Depositary nor any Depositary’s Agent nor the Registrar nor the Company
shall be under any obligation to appear in, prosecute or defend any action,
suit or other proceeding with respect to Stock, Depositary Shares, Receipts or
Securities 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.


 


14

















 


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 nor any
Registrar shall be deemed to be an “issuer” of the Stock, the Depositary
Shares, the Receipts or the Securities issued upon conversion or redemption of
the Stock under the federal securities laws or applicable state securities
laws, it being expressly understood and agreed that the Depositary and any
Depositary’s Agent are acting only in a ministerial capacity as Depositary for
the Stock; provided, however, that the Depositary agrees to
comply with all information reporting and withholding requirements applicable
to it under law or this Deposit Agreement in its capacity as Depositary.


 


Neither
the Depositary (or its officers, directors, employees or agents) nor any
Depositary’s Agent nor any Registrar 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 and its countersignatures on any Receipts.


 


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


 


15

















 


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 [     ] days
after the delivery of the notice of resignation or removal, as the case may be,
appoint a successor depositary, which shall be a bank or trust company having
such criteria as the Company deems necessary or appropriate.  If a successor depositary shall not have been
appointed in [     ] 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 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


 


16














 


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


 


Section 5.6.            Deposit of Stock by the Company.


 


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


 


Section 5.7.            Indemnification by the Company.


 


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


 


Section 5.8.            Fees, Charges and Expenses.


 


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


 


ARTICLE VI



AMENDMENT AND TERMINATION


 


Section 6.1.            Amendment.


 


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


 


17

















 


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


 


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


 


If any
Receipts shall remain outstanding after the date of termination of this Deposit
Agreement, the Depositary thereafter shall discontinue the transfer of
Receipts, shall suspend the distribution of dividends to the holders thereof
and shall not give any further notices (other than notice of such termination)
or perform any further acts under this Deposit Agreement, except as provided
below and that the Depositary shall continue to collect dividends and other
distributions pertaining to Stock, shall sell rights, preferences or privileges
as provided in this Deposit Agreement and shall continue to deliver the Stock
and any money and other property represented by Receipts, without liability for
interest thereon, upon surrender thereof by the holders thereof.  At any time after the expiration of [     ]
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.


 


18

















 


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 facsimile 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 [Local] 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
sufficiently given when so delivered if by hand or overnight delivery, upon
confirmation of receipt if delivered by facsimile or if sent by certified mail
or private courier service within five days after deposit of such notice,
postage prepaid, addressed (until another address is filed in writing by the
Company with the Depositary), as follows:


 


Griffon Corporation


100
Jericho Quadrangle


Jericho, New York 11753


Attn:       Chief Financial Officer


Facsimile:  (516) 938-5644


 


Any
notices to be given to the Depositary hereunder or under the Receipts shall be
sufficiently given when so delivered if by hand or overnight delivery, upon
confirmation of receipt if delivered by facsimile or if sent by certified mail
or private courier service within five


 


19

















 


days after deposit of such notice, postage prepaid,
addressed (until another address is filed in writing by the Depositary with the
Company), as follows:


 


[Address of Depositary]


 


Any
notices given to any record holder of a Receipt hereunder or under the Receipts
shall be sufficiently given when so delivered if by hand or overnight delivery
or if sent by certified mail or private courier service within five days after
deposit of such notice, postage prepaid, addressed to such record holder at the
address of such record holder as it appears on the books of the Depositary
(until another address is filed in writing by such holder with the Depositary).


 


In each case, a copy of
such notice shall be sent to:


 


Dechert LLP


1095 Avenue of the
Americas


New York, New York
10036


Attn:       Martin Nussbaum


Facsimile:  (212) 698-3599


 


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 law of the State of New York.


 


20

















 


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


 


 


	
   

  	
  GRIFFON CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [                                 ]

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


21














 


EXHIBIT A


 


DEPOSITARY
RECEIPT

FOR

DEPOSITARY SHARES 

EACH REPRESENTING [          ] OF A SHARE
OF

SERIES ___ PREFERRED

STOCK 



OF



GRIFFON CORPORATION

(Incorporated under the Laws of the State of Delaware)


 


No.


 


[          ] (the “Depositary”) hereby
certifies that [          ] is the
registered owner of [         ]
Depositary Shares (the “Depositary Shares”),
each Depositary Share representing [       
] of a share of Series [         
] Preferred Stock, par value $0.25 per share (the “Stock”), of Griffon Corporation, a
corporation duly organized and existing under the laws of the State of Delaware
(the “Company”), and the same
proportionate interest in any and all other property received by the Depositary
in respect of such shares of Stock and held by the Depositary under the Deposit
Agreement (as defined below).  Subject to
the terms of the Deposit Agreement, each owner of a Depositary Share is
entitled, proportionately, to all the rights, preferences and privileges of the
Stock represented thereby, including the dividend, voting, liquidation and
other rights contained in the Certificate of 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 


 


A-1

















 


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:

  	
   

  
	
   

  	
   

  
	
   

  	
  ,

  
	
  as Depositary and
  Registrar

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
   

  	
   

  
	
   

  	
   Authorized
  Signatory

  	
   

  



 


A-2

















 


[FORM OF REVERSE

OF DEPOSITARY RECEIPT]


 


(a)           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 [      ], which at the time of the execution of
the Deposit Agreement is located at [         
] (the “[Local] 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.


 


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


 


(c)           Redemption and Conversion of Stock.  [Include appropriate redemption and
conversion terms to the extent Stock is redeemable or convertible.]  Whenever the Company shall elect to redeem or
be required to convert shares of Stock into 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
[     ] business days’ prior notice of
the proposed date of the mailing of a notice of redemption or conversion of
Stock and the simultaneous redemption or conversion of the Depositary Shares
representing the Stock to be redeemed or converted and of the number of such
shares of Stock held by the Depositary to be redeemed or converted.  The Depositary shall, as directed by the
Company in writing, mail, first class postage prepaid, notice of the redemption
or conversion of Stock and the proposed simultaneous redemption or conversion
of Depositary Shares representing the Stock to be redeemed or converted, not
less than [     ] and not more than [     ] days prior to the date fixed for
redemption or conversion of such Stock and Depositary Shares, to the record
holders of the Receipts evidencing the Depositary Shares to be so redeemed or
converted, at the addresses of such holders as the same appear on the records
of the Depositary; provided, that if the effectiveness of a business
combination transaction makes it impracticable to provide at least [     ] days’ notice, the Depositary shall
provide such notice as soon as practicable prior to such effectiveness.  Any such notice shall also be published in
the same manner as notices of redemption or conversion of the Stock are
required to be published pursuant to the Certificate of Designation.  On the date of any such redemption or
conversion, the Depositary shall surrender the certificate or certificates held
by the Depositary evidencing the number of shares of Stock to be redeemed or
converted in the manner specified in the notice of redemption or conversion of
Stock provided by the Company pursuant to the Certificate of Designation.  The Depositary shall, thereafter, redeem or
convert the number of Depositary Shares representing such redeemed or converted
Stock upon the surrender of Receipts evidencing such Depositary Shares in the
manner provided in the notice sent to record holders of Receipts; provided,
that the Depositary shall have received, upon surrendering such certificate or
certificates as aforesaid, a sufficient 


 


A-3

















 


number of Securities to convert or redeem such number
of Depositary Shares (including, in the event that the Company elects pursuant
to the Certificate of Designation to exercise any option to deliver Securities
in lieu of any cash consideration payable on the effectiveness of any business
combination transaction, a number of Securities equal to such cash
consideration (as determined in the manner set forth in the Certificate of
Designation)), plus any accrued and unpaid dividends payable with respect
thereto to and including the date of any such redemption or conversion and any
other cash consideration payable on the effectiveness of a business combination
transaction (other than any dividends or other cash consideration payable on
the effectiveness of a business combination transaction that the Company has
elected to pay in Securities pursuant to the Certificate of Designation).  In case fewer than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed
shall be selected by the Depositary by lot or on a pro rata basis.


 


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


 


(d)           Surrender of Receipts and Withdrawal of Stock.  Upon surrender of this Receipt to the
Depositary at the Corporate Office, the [Local] 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; provided, however, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary
Share.


 


A-4

















 


(e)           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 [Local] 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.


 


(f)            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
Securities or property of the Company being issued upon conversion or
redemption); (b) production of proof satisfactory to it as to the identity
and genuineness of any signature and (c) compliance with such reasonable
regulations, if any, as the Depositary or the Company may establish not
inconsistent with the Deposit Agreement. 
Any person presenting Stock for deposit, or any holder of this Receipt,
may be required to file such proof of information, to execute such certificates
and to make such representations and warranties as the Depositary or the
Company may reasonably deem necessary or proper.  The Depositary or the Company may withhold or
delay the delivery of this Receipt, the registration of transfer, redemption,
conversion or exchange of this Receipt, the withdrawal of the Stock represented
by the Depositary Shares evidenced by this Receipt or the distribution of any
dividend or other distribution until such proof or other information is filed,
such certificates are executed or such representations and warranties are made.


 


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


 


A-5

















 


(h)           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 Securities received in connection with a conversion or
redemption of Stock) represented by the Depositary Shares evidenced by this
Receipt may be sold for the account of the holder hereof (after attempting by
reasonable means to notify such holder prior to such sale).  Any dividend or other distribution so
withheld and the proceeds of any such sale may be applied to any payment of
such tax or other governmental charge, the holder of this Receipt remaining
liable for any deficiency.


 


(i)            Amendment. 
The form of the Receipts and any provision of the Deposit Agreement may at
any time and from time to time be amended by agreement between the Company and
the Depositary in any respect that they may deem necessary or desirable.  Any amendment that shall impose or increase
any fees, taxes or charges payable by holders of Receipts (other than taxes and
other governmental charges, fees and other expenses payable by holders as
provided herein or in the Deposit Agreement), or that shall otherwise prejudice
any substantial existing right of holders of Receipts, shall not become effective
as to outstanding Receipts until the expiration of [     ] days after such notice of such amendment
shall have been given to the record holders of outstanding Receipts.  The holder of this Receipt at the time any
such amendment becomes effective shall be deemed, by continuing to hold this
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby.  In no
event shall any amendment impair the right, subject to the provisions of
Paragraphs 3, 4, 6, 7 and 8 hereof and of Sections 2.4, 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.


 


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


 


(k)           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 until transfer of a Receipt
shall be registered on the books of the Depositary as provided in Section 2.5
of the Deposit Agreement, the Depositary may, notwithstanding any notice to the
contrary, treat the record holder hereof at 


 


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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.


 


(l)            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 or as otherwise required by law, regulation or court process,
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.


 


(m)          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.


 


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


 


(o)           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 


 


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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 use its reasonable best
efforts 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.


 


(p)           Reports, Inspection of Transfer Books.  The Depositary shall make available for
inspection by holders of Receipts at the Corporate Office, the [Local] 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.


 


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


 


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


 


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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
Securities 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.


 


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


 


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


 


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


 


(t)            Governing Law.  The Deposit Agreement and this Receipt and
all rights thereunder and hereunder and provisions thereof and hereof shall be
governed by, and construed in accordance with, the law of the State of New York.


 


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ASSIGNMENT


 


To Be Executed by the
Registered Holder in Order to Assign Depositary Receipts


For Value Received, __________________________________________hereby
sells, assigns and transfers unto


	
   

  
	
   

  
	
   

  
	
   

  



(PLEASE TYPE OR
PRINT NAME AND ADDRESS)


 


	
   

  



(SOCIAL SECURITY
OR TAX IDENTIFICATION NUMBER)


 


and be delivered to


_____________________________________________________________________________________________


(PLEASE PRINT OR
TYPE NAME AND ADDRESS)


 


_________________________________________
of the Depositary Shares represented by this Depositary Receipt, and hereby
irrevocably constitute and appoint _________________________________________ Attorney
to transfer said Depositary Shares on the books of the Company, with full power
of substitution in the premises. If such number of Depositary Shares shall not
be all the Depositary Receipts evidenced by this Certificate, the undersigned
requests that a new Depositary Receipt for the balance of such Depositary
Shares be registered in the name of, and delivered to, the registered holder at
the address stated below:


 


 


	
  Dated: 

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (SIGNATURE)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (ADDRESS)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (TAX IDENTIFICATION
  NUMBER)

  



 


THE SIGNATURE TO THE
ASSIGNMENT OF THE FORM MUST CORRESPOND TO THE NAME WRITTEN UPON THE FACE
OF THIS DEPOSITARY RECEIPT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED BY A COMMERCIAL
BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK EXCHANGE, NEW YORK
STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK EXCHANGE.


 


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