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                                                                    Exhibit 4.22






                               DEPOSIT AGREEMENT*

                             dated as of      , 200_

                                  by and among

                                  VENTAS, INC.

                                       and

                       [NAME OF DEPOSITARY], As Depositary

                                       and

                         HOLDERS OF DEPOSITARY RECEIPTS
                             REPRESENTING INTERESTS
                                       IN
                                 PREFERRED STOCK







-----------------
*    A separate Deposit Agreement will be entered into with respect to each
     series or class of Preferred Stock issued under the Registration Statement
     to which this Form of Deposit Agreement has been filed as an Exhibit.
     Options represented by bracketed or blank sections herein shall be
     determined in conformity with the applicable prospectus supplement or
     supplements.

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                                TABLE OF CONTENTS

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<S>                                                                                                          <C>
 ARTICLE I.         DEFINITIONS ............................................................................. 1
      Section 1.1.  Certificate of Designation .............................................................. 1
      Section 1.2.  Certificate of Incorporation ............................................................ 1
      Section 1.3.  Common Stock ............................................................................ 1
      Section 1.4.  Company ................................................................................. 1
      Section 1.5.  Corporate Office ........................................................................ 2
      Section 1.6.  Deposit Agreement ....................................................................... 2
      Section 1.7.  Depositary .............................................................................. 2
      Section 1.8.  Depositary Share ........................................................................ 2
      Section 1.9.  Depositary's Agent ...................................................................... 2
      Section 1.10. Exchange Debt Securities ................................................................ 2
      Section 1.11. Exchange Preferred Stock ................................................................ 2
      Section 1.12. Indenture ............................................................................... 2
      Section 1.13. Preferred Stock ......................................................................... 2
      Section 1.14. Receipt ................................................................................. 3
      Section 1.15. Record Holder ........................................................................... 3
      Section 1.16. Registrar ............................................................................... 3
      Section 1.17. Securities Act .......................................................................... 3
 ARTICLE II.        FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK, EXECUTION AND DELIVERY, TRANSFER,
                        SURRENDER AND REDEMPTION OF RECEIPTS ................................................ 3
      Section 2.1.  Form and Transferability of Receipts .................................................... 3
      Section 2.2.  Deposit of Preferred Stock; Execution and Delivery of Receipts in Respect Thereof ....... 4
      Section 2.3.  Optional Redemption of Preferred Stock for Cash ......................................... 5
      Section 2.4.  Optional Exchange or Preferred Stock for Common Stock or Exchange Debt Securities ....... 6
      Section 2.5.  Transfers of Receipts ................................................................... 7
      Section 2.6.  Combinations and Split-ups of Receipts .................................................. 7
      Section 2.7.  Surrender of Receipts and Withdrawal of Preferred Stock ................................. 7
      Section 2.8.  Limitations on Execution and Delivery, Transfer, Split-up, Combination, Surrender
                    and Exchange of Receipts ................................................................ 8
      Section 2.9.  Lost Receipts, etc ...................................................................... 9
      Section 2.10. Cancellation and Destruction of Surrendered Receipts .................................... 9
      Section 2.11. Conversion of Preferred Stock into Common Stock or Exchange Debt Securities ............. 9
      Section 2.12. Excess Shares ........................................................................... 12
 ARTICLE III.       CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY .............................. 12
      Section 3.1.  Filing Proofs, Certificates and Other Information ....................................... 12
      Section 3.2.  Payment of Taxes or Other Governmental Charges .......................................... 12
      Section 3.3.  Representations and Warranties as to Preferred Stock .................................... 13
      Section 3.4.  Representation and Warranty as to Receipts .............................................. 13
</TABLE>

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<TABLE>
<S>                                                                                                          <C>
      Section 3.5.  Representation and Warranty as to Common Stock .......................................... 13
      Section 3.6.  Representation and Warranty as to Exchange Debt Securities .............................. 13
 ARTICLE IV.        THE PREFERRED STOCK, NOTICES ............................................................ 13
      Section 4.1.  Cash Distributions ...................................................................... 13
      Section 4.2.  Distributions Other Than Cash ........................................................... 14
      Section 4.3.  Subscription Rights, Preferences or Privileges .......................................... 14
      Section 4.4.  Notice of Dividends, Fixing of Record Date for Holders of Receipts ...................... 15
      Section 4.5.  Voting Rights ........................................................................... 15
      Section 4.6.  Changes Affecting Preferred Stock and Reclassifications, Recapitalizations, etc ......... 16
      Section 4.7.  Reports ................................................................................. 16
      Section 4.8.  Lists of Receipt Holders ................................................................ 16
 ARTICLE V.         THE DEPOSITARY AND THE COMPANY .......................................................... 16
      Section 5.1.  Maintenance of Offices, Agencies, Transfer Books by the Depositary, the Registrar ....... 16
      Section 5.2.  Prevention or Delay in Performance by the Depositary, the Depositary's Agents or
                    the Company ............................................................................. 17
      Section 5.3.  Obligations of the Depositary, the Depositary's Agents and the Company .................. 17
      Section 5.4.  Resignation and Removal of the Depositary, Appointment of Successor Depositary .......... 19
      Section 5.5.  Corporate Notices and Reports ........................................................... 19
      Section 5.6.  Indemnification by the Company .......................................................... 20
      Section 5.7.  Fees, Charges and Expenses .............................................................. 20
 ARTICLE VI.        AMENDMENT AND TERMINATION ............................................................... 20
      Section 6.1.  Amendment ............................................................................... 20
      Section 6.2.  Termination ............................................................................. 21
 ARTICLE VII.       MISCELLANEOUS ........................................................................... 22
      Section 7.1.  Counterparts ............................................................................ 22
      Section 7.2.  Exclusive Benefits of Parties ........................................................... 22
      Section 7.3.  Invalidity of Provisions ................................................................ 22
      Section 7.4.  Notices ................................................................................. 22
      Section 7.5.  Depositary's Agents ..................................................................... 23
      Section 7.6.  Holders of Receipts Are Parties ......................................................... 23
      Section 7.7.  Governing Law ........................................................................... 23
      Section 7.8.  Inspection of Deposit Agreement and Certificate of Designation .......................... 23
      Section 7.9.  Headings ................................................................................ 23


      EXHIBIT A ............................................................................................. A-1
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                                       ii

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                                DEPOSIT AGREEMENT

                  DEPOSIT AGREEMENT, dated as of ______________, 200_, by and
among VENTAS, INC., a Delaware corporation (the "Company"), [NAME OF BANK], [a
New York state-chartered bank], as Depositary, and all holders from time to time
of Depositary Receipts issued hereunder.

                              W I T N E S S E T H:

                  WHEREAS, it is desired to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of shares of the Company's Preferred
Stock (as hereinafter defined), with the Depositary 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 Preferred Stock
deposited; and

                  WHEREAS, the Depositary Receipts are to be substantially in
the form of Exhibit A annexed 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 Depositary Receipts:

                  Section 1.1. The term "Certificate of Designation" shall mean
the Certificate of Designation adopted by the Board of Directors of the Company
or a duly authorized committee thereof establishing and setting forth the
rights, preferences, privileges and limitations of the Preferred Stock.

                  Section 1.2. The term "Certificate of Incorporation" shall
mean the Certificate of Incorporation, as amended from time to time, of the
Company.

                  Section 1.3. The term "Common Stock" shall mean shares of the
Company's common stock, $.25 par value per share.

                  Section 1.4. The term "Company" shall mean Ventas, Inc., a
Delaware corporation having its principal office 4360 Brownsboro Road, Suite
115, Louisville, Kentucky 40207-1642, and its successors.

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                  Section 1.5. The term "Corporate Office" shall mean the
corporate office of the Depositary in the Borough of Manhattan, New York, New
York 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 __________________, New York, New York _______.

                  Section 1.6. The term "Deposit Agreement" shall mean this
Agreement, as the same may be amended, modified or supplemented from time to
time.

                  Section 1.7. The term "Depositary" shall mean [name of bank],
a company having its principal office at ___________________, New York, New York
________, and any successor as depositary hereunder.

                  Section 1.8. The term "Depositary Share" shall mean an
interest in one ________ (the "Applicable Fraction") of a share of Preferred
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 Preferred Stock and held under this Deposit Agreement, all as
evidenced by the Receipts issued hereunder. Subject to the terms of this Deposit
Agreement, each owner of a Depositary Share is entitled, proportionately, to all
the rights, preferences and privileges of the Preferred Stock represented by
such Depositary Share, including the dividend, voting, conversion, redemption
and liquidation rights contained in the Certificate of Designation, and to the
benefits of all obligations of the Company under the Certificate of Designation.

                  Section 1.9. The term "Depositary's Agent" shall mean an agent
appointed by the Depositary as provided, and for the purposes specified, in
Section 7.5.

                  Section 1.10. The term "Exchange Debt Securities" shall mean
any senior or subordinated notes, bonds, debentures and/or other evidence of
indebtedness of the Company or of Ventas Realty, Limited Partnership and Ventas
Capital Corporation which may be issued pursuant to the Indenture in exchange
for the Preferred Stock pursuant to the terms of the Preferred Stock. A share of
any Exchange Debt Securities shall mean the minimum denomination of aggregate
principal amount in which such Exchange Debt Securities shall be issuable
pursuant to their terms and the terms of any indenture governing such Exchange
Debt Securities.

                  Section 1.11. The term "Exchange Preferred Stock" shall mean
any shares of preferred stock of the Company which may be issued in exchange for
the Preferred Stock pursuant to the terms of the Preferred Stock.

                  Section 1.12. The term "Indenture" shall mean the indenture
relating to the Exchange Debt Securities.

                  Section 1.13. The term "Preferred Stock" shall mean shares of
the Company's [describe class or issuance of preferred stock of the Company]
which may be from time to time be deposited with Depositary hereunder pursuant
to the terms of this Depositary Agreement.

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                  Section 1.14. The term "Receipt" shall mean a Depositary
Receipt issued hereunder to evidence one or more Depositary Shares.

                  Section 1.15. The term "record holder" as applied to a Receipt
shall mean the person in whose name a Receipt is registered on the books
maintained by the Depositary for such purpose.

                  Section 1.16. The term "Registrar" shall mean any bank or
trust company appointed to register Receipts as herein provided.

                  Section 1.17. The term "Securities Act" shall mean the
Securities Act of 1933, as amended.

                                   ARTICLE II.

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

                  Section 2.1. Form and Transferability of Receipts. Receipts
shall be engraved or printed or lithographed with steel-engraved borders and
underlying tint 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 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.

                  Except as the Depositary may otherwise determine, Receipts
shall be 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 Preferred 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 Preferred 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 or endorsement shall be transferable by delivery with the
same effect as in the case of a negotiable

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instrument; provided, however, that until a Receipt shall be transferred 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 distribution of dividends or other distributions or to any
notice provided for in this Deposit Agreement and for all other purposes.

                  Section 2.2. Deposit of Preferred Stock; Execution and
Delivery of Receipts in Respect Thereof. Subject to the terms and conditions of
this Deposit Agreement, the Company may from time to time deposit such Preferred
Stock under this Deposit Agreement by delivery to the Depositary of a
certificate or certificates for the Preferred Stock to be deposited, properly
endorsed or accompanied, if required by the Depositary, by a duly executed
instrument of transfer or endorsement, in form satisfactory to the Depositary,
together with (i) all such certifications as may be required by the Depositary
in accordance with the provisions of this Deposit Agreement and (ii) a written
order of the Company 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
Preferred Stock.

                  If required by the Depositary, Preferred Stock presented for
deposit at any time, whether or not the register of stockholders of the Company
is closed, shall also be accompanied by an agreement or assignment, or other
instrument satisfactory to the Depositary, that will provide for the prompt
transfer to the Depositary or its nominee of any dividend or right to subscribe
for additional Preferred Stock or to receive other property that any person in
whose name the Preferred Stock is or has been registered may thereafter receive
upon or in respect of such deposited Preferred Stock, or in lieu thereof such
agreement of indemnity or other agreement as shall be satisfactory to the
Depositary.

                  Upon receipt by the Depositary of a certificate or
certificates for Preferred 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 Preferred Stock for transfer and
registration in the name of the Depositary or its nominee of the Preferred Stock
being deposited. Deposited Preferred Stock shall be held by the Depositary in an
account to be established by the Depositary at the Corporate Office or at such
other office as the Depositary shall determine.

                  Upon receipt by the Depositary of a certificate or
certificates for Preferred Stock to be deposited hereunder, together with the
other documents specified above, and upon recordation of the Preferred Stock on
the books of the Company in the name of the Depositary or its nominee, the
Depositary, subject to the terms and conditions of this Deposit Agreement, shall
execute and deliver to, or upon the order of, the person or persons named in the
written order delivered to the Depositary referred to in the first paragraph of
this Section 2.2, a Receipt or Receipts for the number of whole Depositary
Shares representing the Preferred 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 Corporate Office, except
that, at the request, risk and expense of any person requesting such delivery,
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 to the Depositary
of all taxes and other governmental charges

                                       4

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and any fees payable in connection with such deposit and the transfer of the
deposited Preferred Stock.

                  Other than in the case of splits, combinations or other
reclassifications affecting the Preferred Stock, or in the case of dividends or
other distributions of Preferred Stock, if any, there shall be deposited
hereunder not more than the number of shares constituting the Preferred Stock as
set forth in the Certificate of Designation, as such may be amended.

                  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 2.3. Optional Redemption of Preferred Stock for Cash.
Whenever the Company shall elect to redeem shares of Preferred Stock for cash,
it shall (unless otherwise agreed in writing with the Depositary) give the
Depositary not less than 45 days' prior written notice of the date of such
proposed redemption of Preferred Stock and of the number of such shares of
Preferred Stock held by the Depositary to be redeemed. On the date of such
redemption, provided that the Company shall then have paid in full to the
Depositary the cash redemption price (determined pursuant to the Certificate of
Designation) of the Preferred Stock deposited with the Depositary to be
redeemed, the Depositary shall redeem (using the proceeds of such redemption)
the number of Depositary Shares representing such redeemed Preferred Stock. The
Depositary shall mail, first-class postage prepaid, notice of the redemption of
Preferred Stock and the proposed simultaneous redemption of the Depositary
Shares representing the Preferred Stock to be redeemed, not less than 30 and not
more than 60 days prior to the date fixed for redemption of such Preferred Stock
and Depositary Shares (the "cash redemption date"), to the holders of record on
the record date fixed for such redemption pursuant to Section 4.4 hereof of the
Receipts evidencing the Depositary Shares to be so redeemed, at the addresses of
such holders as the same appear on the records of the Depositary; but neither
failure to mail any such notice to one or more such holders nor any defect in
any notice shall affect the sufficiency of the proceedings for redemption as to
other holders. The Company shall provide the Depositary with such notice, and
each such notice shall state: the record date for the purposes of such
redemption; the cash redemption date; the number of Depositary Shares to be
redeemed; 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; the cash redemption price; the place or places where Receipts
evidencing Depositary Shares to be redeemed are to be surrendered for payment of
the cash redemption price; and that from and after the cash redemption date
dividends in respect of the Preferred Stock represented by the Depositary Shares
to be redeemed will cease to accrue and the conversion rights in respect of such
Preferred Stock will terminate at the close of business on the last business day
preceding such cash redemption date. In case fewer than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be redeemed shall
be selected by lot or pro rata (as nearly as may be) as determined by the
Depositary.

                  Notice having been mailed by the Depositary as aforesaid, from
and after the cash redemption date (unless the Company shall have failed to
redeem the shares of Preferred Stock to be redeemed by it as set forth in the
Company's notice provided for in the preceding paragraph), all dividends in
respect of the shares of Preferred Stock called for redemption shall

                                       5

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cease to accrue, the conversion rights in respect of such Preferred Stock shall
terminate at the close of business on the last business day preceding such cash
redemption date, the Depositary Shares called for redemption shall be deemed no
longer to be outstanding and all rights of the holders of Receipts evidencing
such Depositary Shares (except the right to receive the cash redemption price)
shall, to the extent of such Depositary Shares, cease and terminate. Upon
surrender in accordance with said notice of the Receipts evidencing such
Depositary Shares (properly endorsed or assigned for transfer, if the Depositary
shall so require), such Depositary Shares shall be redeemed at a cash redemption
price per Depositary Share equal to the Applicable Fraction of the cash
redemption price per share paid in respect of the shares of Preferred Stock
pursuant to the Certificate of Designation plus any other money and other
property represented by each such Depositary Share. 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 payment of the
cash redemption price for the Depositary Shares called for redemption, a new
Receipt evidencing the Depositary Shares evidenced by such prior Receipt and not
called for redemption.

                  The Depositary shall not be required (a) to issue, transfer or
exchange any Receipts for a period beginning at the opening of business 15 days
next preceding any selection of Depositary Shares and Preferred 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, except as provided in the preceding paragraph of
this Section 2.3.

                  Section 2.4. Optional Exchange of Preferred Stock for Common
Stock, Exchange Preferred Stock or Exchange Debt Securities. Whenever the
Company shall elect to exchange all of the shares of Preferred Stock for Common
Stock, Exchange Preferred Stock or Exchange Debt Securities, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary not less
than 45 days' prior written notice of the date of such proposed exchange of
Preferred Stock. On the date of such exchange, provided that the Company shall
then have issued and deposited with the Depositary the Common Stock, Exchange
Preferred Stock or Exchange Debt Securities for the Preferred Stock to be
exchanged, the Depositary shall exchange the Depositary Shares representing the
Preferred Stock in exchange for the Common Stock, Exchange Preferred Stock or
Exchange Debt Securities issued in such exchange. The Depositary shall mail
notice of such exchange and the proposed simultaneous exchange of the Depositary
Shares representing the Preferred Stock to be exchanged, first-class postage
prepaid, not less than 30 and not more than 60 days prior to the date fixed for
exchange for such Preferred Stock and Depositary Shares (the "exchange date"),
to the holders of record on the record date for such exchange (determined
pursuant to Section 4.4) of the Receipts evidencing the Depositary Shares to be
so exchanged, at the addresses of such holders as the same appear on the records
of the Depositary; but neither failure to mail any such notice to one or more
such holders nor any defect in any notice shall affect the sufficiency of the
proceedings for exchange as to other holders. The Company shall provide the
Depositary with such notice and each such notice shall state the record date for
the purposes of such exchange, the exchange date, the place or places where
Receipts evidencing

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Depositary Shares are to be surrendered for exchange, that dividends in respect
of the Preferred Stock represented by the Depositary Shares to be exchanged will
cease to accrue at the close of business on such exchange date, and that the
conversion rights in respect thereof will terminate at the close of business on
the last business day preceding such exchange date.

                  Notice having been mailed by the Depositary as aforesaid, from
and after the exchange date (unless the Company shall default in issuing the
Common Stock, Exchange Preferred Stock or Exchange Debt Securities in exchange
for, or in making the final dividend payment on, the outstanding shares of
Preferred Stock on the exchange date), all dividends in respect of the shares of
Preferred Stock so called for exchange shall cease to accrue, the conversion
rights in respect thereof shall terminate at the close of business on the last
business day preceding such exchange date, the Depositary Shares being exchanged
shall be deemed no longer to be outstanding, all rights of the holders of
Receipts evidencing such Depositary Shares (except the right to receive the
Common Stock, Exchange Preferred Stock or Exchange Debt Securities to be
exchanged therefor) shall, to the extent of such Depositary Shares, cease and
terminate and, upon surrender in accordance with said notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or assigned for
transfer, if the Company or the Depositary shall so require and the notice shall
so state), such Depositary Shares shall be accepted in exchange for such Common
Stock, Exchange Preferred Stock or Exchange Debt Securities at an exchange rate
per Depositary Share equal to the Applicable Fraction of the exchange rate per
share in respect of the shares of Preferred Stock plus all money and other
property, if any, represented by each such Depositary Share, including all
amounts paid by the Company in respect of dividends which on the exchange date
have accrued on the shares of Preferred Stock to be so exchanged and have not
theretofore been paid. The foregoing shall further be subject to the terms and
conditions of the Certificate of Designation.

                  Section 2.5. Transfers of Receipts. Subject to the terms and
conditions of this Deposit Agreement, the Depositary shall make transfers on its
books from time to time of Receipts upon any surrender thereof by the holder in
person or by a duly authorized attorney, properly endorsed or accompanied by a
properly executed instrument of transfer or endorsement, 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. Combinations and Split-ups of Receipts. Upon
surrender of a Receipt or Receipts at the Corporate 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 Preferred
Stock. Any holder of a Receipt or Receipts may withdraw any or all of the
Preferred Stock represented by the Depositary Shares evidenced by such Receipts
and all money and other property, if any, represented by such Depositary Shares
by surrendering such Receipt or Receipts at the Corporate

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Office or at such other office as the Depositary may designate for such
withdrawals; provided, that a holder of a Receipt or Receipts may not withdraw
stock (or money and other property, if any, represented thereby) which has
previously been called for redemption or exchange. 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 number
of shares of Preferred Stock and all such money and other property, if any,
represented by the Depositary Shares evidenced by the Receipt or Receipts so
surrendered for withdrawal, but holders of such whole shares of Preferred Stock
will not thereafter be entitled to deposit such stock hereunder or to receive
Depositary Shares therefor. If the Receipt or Receipts delivered by the holder
to the Depositary in connection with such withdrawal shall evidence a number of
Depositary Shares in excess of the number of whole Depositary Shares
representing the number of shares of Preferred Stock to be withdrawn, the
Depositary shall at the same time, in addition to such number of shares of
Preferred 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. In
no event will fractional shares of stock be distributed by the Depositary.
Delivery of the Preferred 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 Preferred 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 Preferred
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 Preferred
Stock be properly endorsed in blank or accompanied by a properly executed
instrument of transfer or endorsement in blank.

                  The Depositary shall deliver the Preferred Stock and the money
and other property, if any, represented by the Depositary Shares evidenced by
Receipts surrendered for withdrawal at the Corporate Office, 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 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. As a condition
precedent to the execution and delivery, transfer, split-up, combination,
surrender or exchange of any Receipt or the exercise of any conversion right
referred to in Section 2.11, the Depositary, any of the Depositary's Agents or
the Company may require any or all of the following: (i) payment to it of a sum
sufficient for the payment (or, in the event that the Depositary or the Company
shall have made such payment, the reimbursement to it) of any tax or other
governmental charge with respect thereto (including any such tax or charge with
respect to the Preferred Stock being deposited or withdrawn (provided that the
Company shall pay any tax or other governmental charges arising solely from the
existence of this Deposit Agreement and any documentary, stamp or similar issue
or transfer tax due on the issue of Common Stock upon conversion; and provided
further that the holder of such Receipt shall pay the amount of any tax which is
due if the shares are to be issued in a name other than the name of such
holder)); (ii) the production of proof

                                       8

<PAGE>

satisfactory to it as to the identity and genuineness of any signature; and
(iii) compliance with such regulations, if any, as the Depositary or the Company
may establish consistent with the provisions of this Deposit Agreement.

                  The deposit of Preferred Stock may be refused, the delivery of
Receipts against Preferred Stock may be suspended, the transfer of Receipts may
be refused, the exercise of any conversion right referred to in Section 2.11 may
be suspended, and the transfer, split-up, combination, surrender or exchange of
outstanding Receipts may be suspended (i) during any period when the register of
stockholders of the Company is closed or (ii) if any such action is deemed
necessary or advisable by the Depositary, 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. Without limitation of the foregoing, the Depositary
shall not knowingly accept for deposit under this Deposit Agreement any shares
of Preferred Stock that are required to be registered under the Securities Act
and are not so registered and the Company shall deliver to the Depositary
written notice that, at the time of deposit, a registration statement under the
Securities Act is in effect as to such shares of Preferred Stock.

                  Section 2.9. Lost Receipts, etc. In case any Receipt shall be
mutilated or destroyed or lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt or in lieu of and in substitution for
such destroyed, lost or stolen Receipt; provided that, the holder thereof
provides the Depositary with (i) evidence satisfactory to the Depositary of such
destruction, loss or theft of such Receipt, of the authenticity thereof and of
his ownership thereof, (ii) reasonable indemnification satisfactory to the
Depositary and (iii) 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.

                  Section 2.11. Conversion of Preferred Stock into Common Stock,
Exchange Preferred Stock or Exchange Debt Securities. It is understood and
agreed that the Depositary Shares are not convertible into the Common Stock or
any other securities or property of the Company. Nevertheless, as a matter of
convenience, the Company hereby agrees to accept (or to cause its conversion
agent to accept) the delivery of Receipts for the purpose effecting conversions
of the Preferred Stock utilizing the same procedures as those provided for
delivery of Preferred Stock certificates to effect such conversions in
accordance with the terms and conditions of the Certificate of Designation;
provided, however, that only whole Depositary Shares may be so submitted for
conversion.

                  Receipts may be surrendered with written instructions to the
Depositary to instruct the Company to cause the conversion of any specified
number of whole or fractional shares of Preferred Stock represented by the
Depositary Shares evidenced by such Receipts into the number of whole shares of
Common Stock, Exchange Preferred Stock or Exchange Debt Securities, as the case
may be, obtained by dividing the aggregate liquidation preference of such

                                       9

<PAGE>

Depositary Shares by the Conversion Price (as such term is defined in the
Certificate of Designation) then in effect, as such Conversion Price may be
adjusted by the Company from time to time as provided in the Certificate of
Designation. Subject to the terms and conditions of this Deposit Agreement and
the Certificate of Designation, a holder of a Receipt or Receipts evidencing
Depositary Shares representing whole or fractional shares of Preferred Stock may
surrender such Receipt or Receipts to the Depositary at the Depositary's Office
or to such office or to such Depositary's Agents as the Depositary may designate
for such purpose, together with a notice of conversion thereof duly completed
and executed (a "Notice of Conversion"), thereby directing the Depositary to
instruct the Company to cause the conversion of the number of shares or
fractions thereof of underlying Preferred Stock specified in such Notice of
Conversion into whole shares of Common Stock, Exchange Preferred Stock or
Exchange Debt Securities, as the case may be. In the event that a holder
delivers to the Depositary for conversion a Receipt or Receipts which in the
aggregate are convertible into less than one whole share of Common Stock,
Exchange Preferred Stock or Exchange Debt Securities, as the case may be, or any
number of whole shares of Common Stock, Exchange Preferred Stock or Exchange
Debt Securities plus an excess constituting less than one whole share of Common
Stock, Exchange Preferred Stock or Exchange Debt Securities, the holder shall
receive payment in lieu of such fractional share of Common Stock, Exchange
Preferred Stock or Exchange Debt Securities, as the case may be, otherwise
issuable in accordance with the last paragraph of this Section 2.11. If more
than one Receipt shall be delivered for conversion at one time by the same
holder, the number of whole shares of Common Stock, Exchange Preferred Stock or
Exchange Debt Securities, as the case may be, issuable upon conversion thereof
shall be computed on the basis of the aggregate number of Receipts so delivered.

                  Upon receipt by the Depositary of a Receipt or Receipts,
together with a Notice of Conversion, duly completed and executed, directing the
Depositary to instruct the Company to cause the conversion of a specified number
of shares or fractions thereof of Preferred Stock, the Depositary shall, on the
date of receipt of such Notice of Conversion, instruct the Company (i) to cause
the conversion of the Depositary Shares evidenced by the Receipts so surrendered
for conversion as specified in the written Notice of Conversion to the
Depositary and (ii) to cause the delivery to the holder or holders of such
Receipts of a certificate or certificates evidencing the number of whole shares
of Common Stock, Exchange Preferred Stock or Exchange Debt Securities, as the
case may be, and the amount of money, if any, to be delivered to the holders of
Receipts surrendered for conversion in payment of such fractional share of
Common Stock, Exchange Preferred Stock or Exchange Debt Securities, as the case
may be, otherwise issuable. The Company shall, as promptly as practicable after
receipt thereof, cause the delivery to such holder or holders of (i) a
certificate or certificates evidencing the number of whole shares of Common
Stock, Exchange Preferred Stock or Exchange Debt Securities, as the case may be,
into which the Preferred Stock represented by the Depositary Shares evidenced by
such Receipt or Receipts has been converted and (ii) any money or other property
to which the holder or holders are entitled. The person or persons in whose name
or names any certificate or certificates for shares of Common Stock, Exchange
Preferred Stock or Exchange Debt Securities, as the case may be, shall be
issuable upon such conversion shall be deemed to have become the holder or
holders of record of the shares represented thereby at the close of business on
the date such Receipt or Receipts shall have been surrendered to and a Notice of
Conversion received by the Depositary, unless the stock transfer books of the
Company shall be closed on that date, in which event such person or persons
shall be deemed to have become such holder or holders of record on the next
succeeding day on which such stock

                                       10

<PAGE>

transfer books are open. Upon such conversion, the Depositary (i) shall deliver
to the holder a Receipt evidencing the number of Depositary Shares, if any,
which such holder has elected not to convert in excess of the number of
Depositary Shares representing Preferred Stock which has been so converted, (ii)
shall cancel the Depositary Shares evidenced by Receipts surrendered for
conversion and (ii) shall deliver for cancellation to the transfer agent for the
Preferred Stock the shares of Preferred Stock represented by the Depositary
Shares evidenced by the Receipts so surrendered and so converted.

                  If any Preferred Stock shall be called by the Company for
redemption, the Depositary Shares representing such Preferred Stock may be
converted into Common Stock, Exchange Preferred Stock or Exchange Debt
Securities as provided in this Deposit Agreement until and including, but not
after, the close of business on the business day preceding Redemption Date
unless the Company shall default in making payment of the amount payable upon
such redemption. Upon receipt by the Depositary of a Receipt or Receipts
representing any Preferred Stock called for redemption, together with a properly
completed and executed Notice of Conversion, the shares of Preferred Stock held
by the Depositary represented by such Depositary Shares for which conversion is
requested shall be deemed to have been received by the Company for conversion.

                  The holder of record of a Receipt on a dividend record date
shall be entitled to receive the dividend payable with respect to such Receipt
notwithstanding that such Receipt shall have been surrendered to the Depository,
together with a Notice of Conversion with instructions to the Depositary for
conversion of the underlying Preferred Stock evidenced thereby during the period
between the opening of business on any dividend record date and the close of
business on the corresponding dividend payment date.

                  Upon the conversion of any shares of Preferred Stock for which
a Notice of Conversion has been received by the Depositary, all dividends in
respect of such Depositary Shares shall cease to accrue, such Depositary Shares
shall be deemed no longer outstanding, all rights of the holder of the Receipt
with respect to such Depositary Shares (except the right to receive the Common
Stock, Exchange Preferred Stock or Exchange Debt Securities, as the case may be,
any cash payable with respect to any fractional shares of Common Stock, Exchange
Preferred Stock or Exchange Debt Securities, as the case may be, as provided
herein and any cash payable to such holder of record on account of accrued
dividends in respect of the Preferred Stock so converted and any Receipts
evidencing Depositary Shares not so converted) shall terminate, and the Receipt
evidencing such Depositary Shares shall be cancelled in accordance with Section
2.10 hereof.

                  No fractional shares of Common Stock, Exchange Preferred Stock
or Exchange Debt Securities shall be issuable upon conversion of Preferred Stock
underlying the Depositary Shares. If, except for the provisions of this Section
2.11 and the Certificate of Designation, any holder of Receipts surrendered with
instructions to the Depositary for conversion of the underlying Preferred Stock
would be entitled to a fractional share of Common Stock, Exchange Preferred
Stock or Exchange Debt Securities upon such conversion, the Company shall cause
to be delivered to such holder an amount in cash for such fractional share
determined in accordance with the Certificate of Designation.

                                       11

<PAGE>

                  Section 2.12. Excess Shares. Without limiting any of the other
terms and provisions of this Agreement, the Depositary Shares and Receipts shall
be subject to Article XII of the Company's Certificate of Incorporation.


                                  ARTICLE III.

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

                  Section 3.1. Filing Proofs, Certificates and Other
Information. Any person presenting Preferred Stock for deposit or any holder of
a Receipt may be required from time to time to file such proof of residence or
other information, to execute such certificates and to make such representations
and warranties as the Depositary or the Company may reasonably deem necessary or
proper. The Depositary or the Company may withhold or delay the delivery of any
Receipt, the transfer, redemption or exchange of any Receipt, the withdrawal of
the Preferred Stock represented by the Depositary Shares evidenced by any
Receipt, the distribution of any dividend or other distribution, the sale of any
rights or of the proceeds thereof, the exercise of any conversion right referred
to in Section 2.11, the delivery of any Common Stock or Exchange Debt Securities
upon such conversion or the delivery of any Common Stock or Exchange Debt
Securities pursuant to Section 2.4 upon such exchange 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 any Receipt, the Depositary Shares evidenced by
such Receipt, the Preferred Stock (or any fractional interest therein)
represented by such Depositary Shares, the exercise of any conversion right
referred to in Section 2.11 or 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; provided that, the
Company shall pay any tax or other governmental charges arising solely from the
existence of this Deposit Agreement and any documentary, stamp or similar issue
or transfer tax due on the issue of Common Stock upon conversion; and provided
further, that the holder of such Receipt shall pay the amount of any tax which
is due if the shares are to be issued in a name other than the name of such
holder. Until such payment is made, transfer of any Receipt or any withdrawal of
the Preferred 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, such conversion right may be refused and any
part or all of the Preferred Stock or other property 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. In the
event the Depositary is required to pay any such amounts, the Company shall
reimburse the Depositary for payment thereof upon the request of the Depositary
and the Depositary shall, upon the Company's request and as instructed by the
Company, pursue its rights against such holder at the Company's expense.

                  Section 3.3. Representations and Warranties as to Preferred
Stock. In the case of the initial deposit of the Preferred Stock, the Company
and, in the case of subsequent deposits

                                       12

<PAGE>

thereof, each person so depositing Preferred Stock under this Deposit Agreement
shall be deemed thereby to represent and warrant that such Preferred Stock and
each certificate therefor are valid and that the person making such deposit is
duly authorized to do so. The Company hereby further represents and warrants
that the Preferred Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representations and warranties shall survive the deposit of
the Preferred Stock and the issuance of Receipts.

                  Section 3.4. Representation and Warranty as to Receipts. The
Company hereby represents and warrants that the Receipts, if any, when issued,
will represent legal and valid interests in the Preferred Stock. Such
representation and warranty shall survive the deposit of the Preferred Stock and
the issuance of Receipts.

                  Section 3.5. Representation and Warranty as to Common Stock.
The Company hereby represents and warrants that the Common Stock issuable upon
conversion of the Preferred Stock, if any, when issued, will be duly authorized,
validly issued, fully paid and nonassessable. Such representation and warranty
shall survive the conversion of the Preferred Stock into such Common Stock.

                  Section 3.6. Representation and Warranty as to Exchange
Preferred Stock. The Company hereby represents and warrants that the Exchange
Preferred Stock issuable upon conversion of the Preferred Stock, if any, when
issued, will be duly authorized, validly issued, fully paid and nonassessable.
Such representation and warranty shall survive the conversion of the Preferred
Stock into such Exchange Preferred Stock.

                  Section 3.7. Representation and Warranty as to Exchange Debt
Securities. The Company hereby represents and warrants that the Exchange Debt
Securities issuable upon conversion of the Preferred Stock, if any, when issued,
will be duly authorized and constitute legal, valid and binding obligations of
the issuers and guarantors thereof, in accordance with their terms and the
Indenture, except as enforcement thereof may be limited by bankruptcy,
insolvency, reorganization or other similar laws now or hereinafter in effect
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law). Such
representation and warranty shall survive the conversion of the Preferred Stock
into such Exchange Debt Securities.

                                   ARTICLE IV.

                          THE PREFERRED STOCK, NOTICES

                  Section 4.1. Cash Distributions. Whenever the Depositary shall
receive any cash dividend or other cash distribution on the Preferred Stock,
including any cash received upon redemption of any shares of Preferred Stock
pursuant to Section 2.3, the Depositary shall, subject to Section 3.2,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.4 such amounts of such 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 to withhold and

                                       13

<PAGE>

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

                  Section 4.3. Subscription Rights, Preferences or Privileges.
If the Company shall at any time offer or cause to be offered to the persons in
whose names Preferred 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 if the Company so directs 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 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, if so instructed
by the Company, 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.

                                       14

<PAGE>

                  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 the securities to which such rights,
preferences or privileges relate, the Company agrees that it will promptly file
a registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its commercially
reasonable best efforts to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or
privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such 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 to use its commercially reasonable best efforts
to take such action or obtain such authorization, consent or permit sufficiently
in advance of the expiration of such rights, preferences or privileges to enable
such holders to exercise such rights, preferences or privileges.

                  Section 4.4. Notice of Dividends, Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable, any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
Preferred Stock, or whenever the Depositary shall receive notice of (i) any
meeting at which holders of Preferred Stock are entitled to vote or of which
holders of Preferred Stock are entitled to notice or (ii) any election on the
part of the Company to redeem any shares of Preferred 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 Preferred Stock) for
the determination of the holders of Receipts who shall be entitled to receive
such dividend, distribution, rights, preferences or privileges or the net
proceeds of the sale thereof, to give instructions for the exercise of voting
rights at any such meeting or to receive notice of such meeting or whose
Depositary Shares are to be so redeemed.

                  Section 4.5. Voting Rights. Upon receipt of notice of any
meeting at which the holders of Preferred 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 (i) such information as is contained in such notice of meeting, (ii) 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 amount of Preferred Stock represented by their
respective Depositary Shares and (iii) a brief statement as to the manner in
which such instructions may be given. Upon the written request of a holder of a
Receipt on such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the amount of Preferred 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 Preferred Stock or cause such
Preferred Stock to be voted. In the absence of specific

                                       15

<PAGE>

instructions from the holder of a Receipt, the Depositary will abstain from
voting to the extent of the Preferred Stock represented by the Depositary Shares
evidenced by such Receipt.

                  Section 4.6. Changes Affecting Preferred Stock and
Reclassifications, Recapitalizations, etc. Upon any split-up, consolidation or
any other reclassification of Preferred Stock, or upon any recapitalization,
reorganization, merger, amalgamation or consolidation affecting the Company or
to which it is a party or sale of all or substantially all of the Company's
assets, the Depositary shall, upon the instructions of the Company, 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 Preferred 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 Preferred 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. Anything to the contrary herein
notwithstanding, holders of Receipts shall have the right from and after the
effective date of any such change in par or stated value, split-up, combination
or other reclassification of the Preferred Stock or any such recapitalization,
reorganization, merger, amalgamation or consolidation to surrender such Receipts
to the Depositary with instructions to convert, exchange or surrender the
Preferred Stock represented thereby only into or for, as the case may be, the
kind and amount of shares of stock and any other securities and property and
cash into which the Preferred Stock represented by such Receipts might have been
converted or for which such Preferred Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction.

                  Section 4.7. Reports. The Depositary shall make available for
inspection by holders of Receipts at the Corporate 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 both received
by the Depositary as the holder of Preferred Stock and made generally available
to the holders of Preferred Stock.

                  Section 4.8. Lists of Receipt Holders. Promptly upon request
by the Company, the Depositary shall, at its own expense, up to four times per
calendar year, furnish to the Company 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. If the Company shall
make more than four such requests during any calendar year, then in each case
the Depositary shall promptly upon the Company's request furnish it with such a
list as of a recent date, but the cost of complying with each such request shall
be borne by the Company.

                                   ARTICLE V.

                         THE DEPOSITARY 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 at the Corporate Office
facilities for the execution and

                                       16

<PAGE>

delivery, transfer, surrender and exchange, split-up, combination and redemption
of Receipts and deposit and withdrawal of Preferred Stock and at the offices of
the Depositary's Agents, if any, facilities for the delivery, transfer,
surrender and exchange, split-up, combination and redemption of Receipts and
deposit and withdrawal of Preferred 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. Within a reasonable time after a
request by a holder of Receipts, the Depositary shall make available for
inspection at the Corporate Office such books for inspection by the record
holders of Receipts as provided by applicable law. 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 Preferred Stock represented by such Depositary Shares shall be listed on the
New York Stock Exchange, Inc., the Depositary may, 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. Such Registrar (which may
be the Depositary if so permitted by the requirements of such Exchange) may be
removed and a substitute registrar appointed by the Depositary upon the request
or with the approval of the Company. If the Receipts, such Depositary Shares or
such Preferred Stock are listed on one or more other stock exchanges, the
Depositary will, at the request and expense of the Company, arrange such
facilities for the delivery, transfer, surrender and exchange of such Receipts,
such Depositary Shares or such Preferred 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 or the Company. Neither the Depositary nor
any Depositary's Agent 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 or the 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 or the Depositary's Agent, by reason of any act of God or war or
other circumstance beyond the control of the relevant party, the Depositary, any
Depositary's Agent or the Company shall be prevented or forbidden from 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 or
the Company incur any liability to any holder of a Receipt 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 by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement.

                  Section 5.3. Obligations of the Depositary, the Depositary's
Agents and the Company. Neither the Depositary nor any Depositary's Agent nor
the Company assumes any obligation or shall be subject to any liability under
this Deposit Agreement or any Receipt to holders of Receipts other than that
each of them agrees to act in good faith and without gross

                                       17

<PAGE>

negligence and willful misconduct in the performance of such duties as are
specifically set forth in this Deposit Agreement.

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

                  Neither the Depositary nor any Depositary's Agent nor the
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 Preferred 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 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, its parent, affiliate, or subsidiaries and any
Depositary's Agent may own, buy, sell or deal in any class of securities of the
Company and its affiliates and in Receipts or Depositary Shares or become
pecuniarily interested in any transaction in which the Company or its affiliates
may be interested or contract with or lend money to or otherwise act as fully or
as freely as if it were not the Depositary or the Depositary's Agent hereunder.
The Depositary may also act as transfer agent or registrar of any of the
securities of the Company and its affiliates or act in any other capacity for
the Company or its affiliates.

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

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

                  The Depositary assumes no responsibility for the correctness
of the description that appears in the Receipts, which can be taken as a
statement of the Company summarizing certain provisions of this Deposit
Agreement. Notwithstanding any other provision herein or in the Receipts, the
Depositary makes no warranties or representations as to the validity,
genuineness or sufficiency of any Preferred Stock at any time deposited with the
Depositary hereunder or of the Depositary Shares, as to the

                                       18

<PAGE>

validity or sufficiency of the Receipts, as to the validity or sufficiency of
this Deposit Agreement, as to the value of the Depositary Shares or as to any
right, title or interest of the record holders of Receipts in and to the
Depositary Shares. 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 notice 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
notice of such removal delivered to the Depositary, such removal to take effect
upon the appointment of a successor depositary and its acceptance of such
appointment as hereinafter provided.

                  In case at any time the Depositary acting hereunder shall
resign or be removed, the Company shall, within 60 days after the delivery of
the notice of resignation or removal, as the case may be, appoint a successor
depositary, which shall be a bank or trust company having its principal office
in the United States of America and having a combined capital and surplus of at
least $50,000,000. If a successor Depositary shall not have been appointed in 60
days, the resigning 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 Preferred 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 Preferred 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 Preferred Stock.
Such transmission will be at the Company's expense and the Company will provide
the Depositary with such number of copies of such documents as the Depositary
may reasonably request. In addition, the Depositary will

                                       19

<PAGE>

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. 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 attorneys' fees) 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 or bad faith on the part of any such person or persons.

                  Section 5.7. 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 the Depositary incurs fees, charges or expenses for which it is
not otherwise liable hereunder at the election of a holder of a Receipt or other
person, 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, fees
and expenses of counsel) incident to the performance of their respective
obligations hereunder will be paid upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such fees, charges and
expenses. The Depositary shall present its statement for fees, charges and
expenses to the Company once every three months or at such other intervals as
the Company and the Depositary may agree.

                                   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; provided, however, that no such amendment
(other than any change in the fees of any Depositary, registrar or transfer
agent) which (i) shall materially and adversely alter the rights of the holders
of Receipts, (ii) would be materially and adversely inconsistent with the rights
granted to the holders of the Preferred Stock pursuant to the Certificate of
Designation or (iii) adds to or increases the fees and charges payable by the
holders of Receipts as provided for herein or in the Receipts shall be effective
unless such amendment shall have been approved by the holders of at least a
majority of the Depositary Shares then outstanding. Any such amendment referred
to in clause (i), (ii) or (iii) of the preceding sentence shall not become
effective as to outstanding Receipts until the expiration of 90 days after
notice of such amendment shall have been given to the record holders of
outstanding Receipts. Every holder of an outstanding Receipt at the time any
such amendment becomes effective shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by this Deposit
Agreement as amended thereby. In no event shall any amendment impair the right,
subject to the provisions of Sections 2.3, 2.7, 2.8 and 2.11 and Article III, of
any owner of any Depositary Shares to surrender the Receipt evidencing such
Depositary Shares with instructions

                                       20

<PAGE>

to the Depositary to deliver to the holder the Preferred 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 (i) so directed by the Company and approved by the
holders of at least a majority of the Depositary Shares then outstanding or (ii)
advised in writing by the Company that the termination of this Deposit Agreement
is necessary to preserve the Company's status as a " real estate investment
trust, " as such term is defined in the Internal Revenue Code of 1986, as
amended, the Depositary will terminate this Deposit Agreement by mailing notice
of such termination to the record holders of all Receipts then outstanding at
least 60 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate this Deposit Agreement if at any time 60 days
shall have expired after the Depositary shall have delivered to the Company a
written notice of its election to resign and a successor depositary shall not
have been appointed and accepted its appointment as provided in Section 5.4.

                  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 that the Depositary shall continue to collect dividends and
other distributions pertaining to Preferred Stock, shall sell rights,
preferences or privileges as provided in this Deposit Agreement and shall
continue to deliver the Preferred Stock and any money and other property
represented by Receipts upon surrender thereof by the holders thereof. At any
time after the expiration of two years from the date of termination, the
Depositary may sell Preferred Stock then held hereunder at public or private
sale, at such places and upon such terms as it deems proper and may thereafter
hold the net proceeds of any such sale, together with any money and other
property 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 theretofore 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.

                  This Agreement shall automatically terminate after (i) all
outstanding Depositary Shares shall have been redeemed pursuant to Section 2.3,
(ii) all outstanding Depositary Shares have been exchanged pursuant to Section
2.4, (iii) each share of Preferred Stock shall have been converted into shares
of Common Stock, Exchange Preferred Stock or Exchange Debt Securities not
represented by Receipts pursuant to Section 2.11, or (iv) there shall have been
made a final distribution in respect of the Preferred Stock in connection with
any liquidation, dissolution or winding up of the Company and such distribution
shall have been distributed to the holders of Receipts pursuant to Section 4.1
or 4.2, as applicable.

                  Upon the termination of this Deposit Agreement, the Company
shall be discharged from all obligations under this Deposit Agreement (including
under Section 2.11) except for its obligations to the Depositary, any
Depositary's Agent and any Registrar under Sections 5.6 and 5.7.

                                       21

<PAGE>

                                  ARTICLE VII.

                                  MISCELLANEOUS

                  Section 7.1. Counterparts. This Deposit Agreement may be
executed in any number of counterparts, and by each of the parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed an original, but all such counterparts taken together
shall constitute one and the same instrument. Delivery of an executed
counterpart of a signature page to this Deposit Agreement by telecopier shall be
as 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 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.
Furthermore, in lieu of any such invalid or unenforceable term or provision,
there shall be added as a part of this Depositary Agreement a provision as
similar in terms to such invalid or unenforceable provision as may be possible
and be valid and enforceable.

                  Section 7.4. Notices. Any notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or telex
or telecopier confirmed by letter, addressed to the Company at 4360 Brownsboro
Road, Suite 115, Louisville, Kentucky 40207-1642, Attention: General Counsel
(fax number (502) 357-9001), or at any other place to which the Company may have
transferred its principal executive office.

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

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

                                       22

<PAGE>

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

                  Section 7.5. Depositary's Agents. The Depositary may from time
to time appoint Depositary's Agents to act in any respect for the Depositary for
the purposes of this Deposit Agreement and may at any time appoint additional
Depositary's Agents and vary or terminate the appointment of such Depositary's
Agents. The Depositary will notify the Company of any such action.

                  The Company hereby also appoints the Depositary as Registrar
and Transfer Agent in respect of the Receipts and the Depositary hereby accepts
such appointments.

                  Section 7.6. Holders of Receipts Are Parties. 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 hereof and of
the Receipts by acceptance of delivery thereof.

                  Section 7.7. Governing Law. This Deposit Agreement and the
Receipts and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by, and construed in accordance with, the law of the
State of New York.

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

                  Section 7.9. 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.

                                       23

<PAGE>

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

                                                 VENTAS, INC.



                                                 By:___________________________
Attest:                                             Authorized Officer


                                                 [NAME OF BANK]



                                                 By:___________________________
Attest:                                            Authorized Signatory


                                       24

<PAGE>

                                  EXHIBIT A/1/

                                     FORM OF
                               DEPOSITARY RECEIPT
                                       FOR
                               DEPOSITARY SHARES,
                   EACH REPRESENTING ONE ______ OF A SHARE OF
                                 PREFERRED STOCK
                           ($.__ par value per share)

                                       OF

                                  VENTAS, INC.
             (Incorporated under the Laws of the State of Delaware)



                          ----------------------------

No. . . . . .             . . . . . . . Depositary Shares (each Depositary Share
                                     represents one [fraction] of a share of
                                     Preferred Stock ($.__ par value per share))





----------------------
/1/  A Form of Depositary Receipt will be prepared for each class or series of
     Preferred Stock.

                                      A-1

<PAGE>

     1. [Name of Bank], with an office at the time of the execution of the
Deposit Agreement (as defined below) at ___________________________ (or together
with the corporate office of the Depositary in the Borough of Manhattan, New
York, New York at which its business in respect of matters governed by the
Deposit Agreement is administered at any later time, being at such time, the
"Corporate Office"), as Depositary (the "Depositary"), hereby certifies that
__________________ is the registered owner of Depositary Shares (the "Depositary
Shares"), each Depositary Share representing one [fraction] of a share of
Preferred Stock, $.__ par value per share (the "Preferred Stock"), of Ventas,
Inc., a corporation duly organized and existing under the laws of the State of
Delaware (the "Company") and the same proportionate interest in any and all
other property received by the Depositary in respect of such shares of Preferred
Stock and held by the Depositary under the Deposit Agreement. 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 Preferred
Stock represented thereby, including the dividend, voting, conversion,
redemption and liquidation rights contained in the Certificate of Designation
adopted by the Board of Directors of the Company or a duly authorized committee
thereof establishing the rights, preferences, privileges and limitations of the
Preferred Stock (the "Certificate of Designation"), copies of which are on file
at the Corporate Office. The Depositary will furnish without charge to any
registered owner of Depositary Shares who so requests, copies of the Restated
Certificate of Incorporation of the Company, the Deposit Agreement and the
Certificate of Designation.

     2. 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 and
at the office of any Depositary's Agent) 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. Unless otherwise expressly herein provided, all
defined terms used herein shall have the meanings ascribed thereto in the
Deposit Agreement.

     3. Optional Redemption of Preferred Stock for Cash. Whenever the Company
shall elect to redeem shares of Preferred Stock for cash, it shall (unless
otherwise agreed in writing with the Depositary) give the Depositary not less
than 45 days' prior written notice of the date of such proposed redemption of
Preferred Stock and of the number of shares of Preferred Stock held by the
Depositary to be redeemed. On the date of such redemption, provided that the
Company shall then have paid in full to the Depositary the cash redemption price
(determined pursuant to the Certificate of Designation) of the Preferred Stock
deposited with the Depositary to be redeemed, the Depositary shall redeem (using
the proceeds of such redemption) the number of Depositary Shares representing
such redeemed Preferred Stock. The Depositary shall mail notice of the
redemption of Preferred Stock and the proposed simultaneous redemption of
Depositary Shares representing the Preferred Stock to be redeemed, not less than
30 and not more than 60 days prior to the date fixed for redemption of such
Preferred Stock and Depositary Shares (the "cash redemption date"), to the
holders of record on the record date fixed for such redemption as provided in
Paragraph 14 below of the Receipts evidencing Depositary Shares to be redeemed.
In case fewer than all the outstanding Depositary Shares are to be


                                       A-2

<PAGE>

redeemed, the Depositary Shares to be redeemed shall be selected by lot or pro
rata (as nearly as may be) as determined by the Depositary. Notice having been
mailed as aforesaid, from and after the cash redemption date (unless the Company
shall have failed to redeem the shares of Preferred Stock to be redeemed by it
on such date), all dividends in respect of the shares of Preferred Stock called
for redemption shall cease to accrue, the Depositary Shares called for
redemption shall be deemed no longer to be outstanding, all rights of holders of
Receipts evidencing such Depositary Shares (except the right to receive the cash
redemption price) shall, to the extent of such Depositary Shares, cease and
terminate and from and after the last business day preceding such cash
redemption date the conversion rights in respect of such Preferred Stock shall
terminate at the close of business on the last business day preceding such cash
redemption date. Upon surrender in accordance with said notice of the Receipts
evidencing such Depositary Shares (properly endorsed or assigned for transfer,
if the Depositary shall so require), such Depositary Shares shall be redeemed at
the cash redemption price therefor specified in said notice, plus any other
money and other property. 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 this Receipt are called for redemption, the
Depositary will deliver to the holder of this Receipt upon its surrender to the
Depositary, together with payment of the cash redemption price for the
Depositary Shares called for redemption, a new Receipt evidencing the Depositary
Shares evidenced by such prior Receipt and not called for redemption.

     4. Optional Exchange of Preferred Stock for Common Stock, Exchange
Preferred Stock or Exchange Debt Securities. Whenever the Company shall elect to
exchange all of the shares of Preferred Stock for Common Stock, Exchange
Preferred Stock or Exchange Debt Securities, it shall (unless otherwise agreed
in writing with the Depositary) give the Depositary not less than 45 days' prior
written notice of the date of such proposed exchange of Preferred Stock. On the
date of such exchange, provided that the Company shall then have issued and
deposited with the Depositary the Common Stock, Exchange Preferred Stock or
Exchange Debt Securities for the Preferred Stock to be so exchanged, the
Depositary shall exchange the Depositary Shares representing the Preferred Stock
for the Common Stock, Exchange Preferred Stock or Exchange Debt Securities
issued in such exchange. The Depositary shall mail notice of such exchange and
the proposed simultaneous exchange of the Depositary Shares representing the
Preferred Stock to be exchanged, not less than 30 and not more than 60 days
prior to the date fixed for exchange for such Preferred Stock and Depositary
Shares (the "exchange date"), to the holders of record on the record date for
such exchange (determined as provided in Paragraph 15 below) of the Depositary
Shares to be so exchanged. Notice having been mailed by the Depositary as
aforesaid, from and after the exchange date (unless the Company shall default in
issuing the Common Stock, Exchange Preferred Stock or Exchange Debt Securities
in exchange for, or in making the final dividend payment on, the outstanding
shares of Preferred Stock on the exchange date), all dividends in respect of the
shares of Preferred Stock so called for exchange shall cease to accrue, the
conversion rights in respect thereof will terminate, the Depositary Shares being
exchanged shall be deemed no longer to be outstanding, all rights of the holders
of Receipts evidencing such Depositary Shares (except the right to receive the
Common Stock, Exchange Preferred Stock or Exchange Debt Securities) shall, to
the extent of such Depositary Shares, cease and terminate and upon surrender in
accordance with said notice of the Receipt evidencing any such Depositary Shares
(properly endorsed or assigned for transfer, if the Company or the Depositary
shall so require and the notice shall so state), such Depositary Shares shall be
accepted by the Depositary for such Common Stock, Exchange Preferred Stock or


                                       A-3

<PAGE>

Exchange Debt Securities at an exchange rate specified in said notice, plus all
money and other property, if any, represented by such Depositary Shares,
including all amounts paid by the Company in respect of dividends which on the
exchange date have accrued on the shares of Preferred Stock to be so exchanged
and have not theretofore been paid. The foregoing shall further be subject to
the terms and conditions of the Certificate of Designation.

     5. Surrender of Receipts and Withdrawal of Preferred Stock, Conversion of
Preferred Stock. Upon surrender of this Receipt to the Depositary at the
Corporate 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, to or upon the order of such
holder, any or all of the Preferred Stock (including fractional shares of
Preferred Stock) and all money and other property, if any, at the time
represented by the Depositary Shares evidenced by this Receipt; provided, that a
holder of a Receipt or Receipts may not withdraw stock (or money and other
property, if any, represented thereby) which has previously been called for
redemption and exchange. In the event this Receipt shall evidence a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number (whole or fractional) of shares of Preferred Stock to be withdrawn, the
Depositary shall, in addition to such number (whole or fractional) of shares of
Preferred 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, but holders of such
whole shares of Preferred Stock will not thereafter be entitled to deposit such
stock under the Deposit Agreement or to receive Depositary Shares therefor.

     It is understood and agreed that the Depositary Shares are not convertible
into the Common Stock or any other securities or property of the Company.
Nevertheless, as a matter of convenience, the Company has agreed in Section 2.11
of the Deposit Agreement to accept (or cause its conversion agent to accept) the
delivery of Receipts for the purpose of effecting conversions of the Preferred
Stock utilizing the same procedures as those provided for delivery of Preferred
Stock certificates to effect such conversions in accordance with the terms and
conditions of the Certificate of Designation; provided, however, that only whole
Depositary Shares may be so submitted for conversion. If fewer than all of the
Depositary Shares represented by this Receipt are to be converted, the Company
shall instruct the Depositary to issue a new Receipt or Receipts for the
Depositary Shares not to be converted. For this purpose, the holder of this
Receipt may surrender this Receipt to the Company, in care of the Depositary at
the Corporate Office or at such other office as the Company may from time to
time designate for such purpose, together with (i) a duly completed and executed
Notice of Conversion. In all cases the foregoing shall be conditioned upon
compliance in full by the holder of this Receipt with the terms and conditions
of the Certificate of Designation and of the Deposit Agreement.

     6. Transfers, Split-ups, Combinations. This Receipt is transferable on the
books of the Depositary upon surrender of this Receipt to the Depositary,
properly endorsed or accompanied by a properly executed instrument of transfer
or endorsement, and upon such transfer the Depositary shall sign and deliver a
Receipt to or upon the order of the person entitled thereto, as provided in 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.


                                       A-4

<PAGE>

     7. Conditions to Signing and Delivery, Transfer, etc., of Receipts. Prior
to the execution and delivery, transfer, split-up, combination, surrender or
exchange of this Receipt or the exercise of any conversion right referred to in
Section 2.11 of the Deposit Agreement, the Depositary, any of the Depositary's
Agents or the Company, may require any or all of the following: (i) payment to
it of a sum sufficient for the payment (or, in the event that the Depositary or
the Company shall have made such payment, the reimbursement to it) of any tax or
other governmental charge with respect thereto (including any such tax or charge
with respect to Preferred Stock being deposited or withdrawn (provided that the
Company shall pay any tax or other governmental charges arising solely from the
existence of the Deposit Agreement and any documentary, stamp or similar issue
or transfer tax due on the issue of Common Stock upon conversion; and provided
further that the holder of such Receipt shall pay the amount of any tax which is
due if the shares are to be issued in a name other than the name of such
holder); (ii) proof satisfactory to it as to the identity and genuineness of any
signature; and (iii) compliance with such regulations, if any, as the Depositary
or the Company may establish consistent with the Deposit Agreement. Any person
presenting Preferred 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.

     8. Suspension of Delivery, Transfer, etc. The deposit of Preferred Stock,
the delivery of this Receipt against Preferred Stock, the transfer, split-up,
combination, surrender or exchange of this Receipt or the exercise of any
conversion right referred to in Section 2.11 of the Deposit Agreement may be
suspended (i) during any period when the register of stockholders of the Company
is closed or (ii) if any such action is deemed necessary or advisable by the
Depositary, 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.

     9. 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 this Receipt, the Depositary Shares evidenced by this Receipt, the
Preferred Stock (or any fractional interest therein) represented by such
Depositary Shares, the exercise of any conversion right referred to in Section
2.11 of the Deposit Agreement or 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 hereof
provided that the Company shall pay any documentary, stamp or similar issue or
transfer tax due on the issue of Common Stock upon conversion; and provided
further that the holder of such Receipt shall pay the amount of any tax which is
due if the shares are to be issued in a name other than the name of such holder.
Until such payment is made, transfer of this Receipt or any withdrawal of the
Preferred 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, such conversion right may be refused and any
part or all of the Preferred Stock or other property represented by the
Depositary Shares evidenced by this Receipt may be sold for the account of the
holder hereof. Any dividend or other distribution or 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.


                                       A-5

<PAGE>

     10. Amendment. The form of the Receipts and any provisions 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; provided, however, that no such amendment (other than any change in
the fees of any Depositary, registrar or transfer agent) which (i) shall
materially and adversely alter the rights of the holders of Receipts , (ii)
would be materially and adversely inconsistent with the rights granted to the
holders of the Preferred Stock pursuant to the Certificate of Designation or
(iii) adds to or increases the fees and charges payable by the holders of
Receipts as provided for herein or in the Deposit Agreement shall be effective
unless such amendment shall have been approved by the holders of at least a
majority of the Depositary Shares then outstanding. The holder of this Receipt
at the time any such amendment becomes effective shall be deemed 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 7 and 8 hereof and of Sections 2.3, 2.7, 2.8 and 2.11
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 Preferred Stock and all money and other
property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law.

     11. Fees, Charges and Expenses of Depositary. 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 Preferred Stock, holders of Receipts or other persons.

     12. 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
or endorsement, is transferable by delivery with the same effect as in the case
of a negotiable instrument; provided, however, that until this Receipt shall be
transferred 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 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.

     13. Dividends and Distributions. Whenever the Depositary receives any cash
dividend or other cash distribution on the Preferred Stock, including any cash
received upon redemption of any shares of the Preferred Stock, the Depositary
will, subject to the provisions of the Deposit Agreement, make such distribution
to the holders of Receipts as nearly as practicable in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders; provided, however, that the amount distributed will be reduced by any
amounts required to be withheld by the Company or the Depositary on account of
taxes, or otherwise required by law, regulation or court order. Other
distributions received on the Preferred Stock may be distributed (subject to
such withholding as may be required on account of taxes or otherwise required by
law, regulation or court order) to such holders of Receipts as provided in the
Deposit Agreement.


                                       A-6

<PAGE>

     14. Subscription Rights, Preferences or Privileges. If the Company shall at
any time offer to persons in whose name Preferred Stock is registered on the
books of the Company any rights, preferences or privileges to subscribe for or
to purchase any securities or 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
if the Company so directs in such manner as the Company shall instruct.

     15. Fixing of Record Date. Whenever any cash dividend or other cash
distribution shall become payable, any distribution other than cash shall be
made, or any rights, preferences or privileges shall at any time be offered,
with respect to the Preferred Stock, or whenever the Depositary shall receive
notice of (i) any meeting at which holders of Preferred Stock are entitled to
vote or of which holders of Preferred Stock are entitled to notice or (ii) any
election on the part of the Company to redeem any shares of Preferred 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 Preferred
Stock) for the determination of the holders of Receipts who shall be entitled to
receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, to give instructions for the exercise of
voting rights at any such meeting or to receive notice of such meeting or whose
Depositary Shares are to be so redeemed.

     16. Voting Rights. Upon receipt of notice of any meeting at which the
holders of Preferred Stock are entitled to vote, the Depositary shall, as soon
as practicable, mail to the holders of Receipts a notice, which shall contain
(i) such information as is contained in such notice of meeting, (ii) 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 amount of Preferred Stock represented by the Depositary
Shares evidenced by their respective Receipts, and (iii) a brief statement as to
the manner in which such instructions may be given. Upon the written request of
a holder of a Receipt on such record date, the Depositary shall endeavor insofar
as practicable to vote or cause to be voted the amount of Preferred Stock
represented by the Depositary Shares evidenced by such Receipt in accordance
with the instructions set forth in such request. In the absence of specific
instructions from the holder of a Receipt, the Depositary will abstain from
voting to the extent of the Preferred Stock represented by the Depositary Shares
evidenced by such Receipt.

     17. Excess Shares. Without limiting any of the other terms and provisions
of the Deposit Agreement, this Receipt shall be subject to Article XII of the
Company's Certificate of Incorporation.

     18. Reports, Inspection of Transfer Books. The Depositary shall make
available for inspection by holders of Receipts at the Corporate Office and at
such other places as it may from time to time deem advisable any reports and
communications received from the Company that are both received by the
Depositary as the holder of Preferred Stock and made generally available to the
holders of Preferred Stock by the Company.


                                       A-7

<PAGE>

     The Depositary shall keep books at the Corporate Office for the
registration and transfer of Receipts. Within a reasonable time after a request
by a holder of Receipts, the Depositary shall make available for inspection at
the Corporate Office such books for inspection by the record holders of Receipts
as provided by applicable law.

     19. Liability of the Depositary, the Depositary's Agents and the Company.
Neither the Depositary nor any Depositary's Agent 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 of any governmental authority or, in the
case of the Depositary or the 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 or the 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 or the
Company shall be prevented or forbidden from doing or performing any act or
thing that the terms of the Deposit Agreement provide shall be done or
performed; nor shall the Depositary, any Depositary's Agent or the Company incur
any liability to any holder of a Receipt 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 by
reason of any exercise of, or failure to exercise any discretion provided for in
the Deposit Agreement.

     20. Obligations of the Depositary, the Depositary's Agents and the Company.
Neither the Depositary nor any Depositary's Agent nor the Company assumes any
obligation or shall be subject to any liability hereunder or under the Deposit
Agreement to holders of Receipts other than that each of them agrees to act in
good faith and without gross negligence and willful misconduct in the
performance of such duties as are specifically set forth in the Deposit
Agreement.

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

     Neither the Depositary nor any Depositary's Agent nor the Company will be
liable for any action or failure to act by it in reliance on documents believed
by it to be genuine or upon the advice of or information from legal counsel,
accountants, any person presenting Preferred 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.

     21. Termination of Deposit Agreement. Whenever (i) so directed by the
Company and approved by the holders of at least a majority of the Depositary
Shares then outstanding or (ii) advised in writing by the Company that the
termination of the Deposit Agreement is necessary to preserve the Company's
status as a " real estate investment trust, " as such term is defined in the
Internal Revenue Code of 1986, as amended, the Depositary will terminate the
Deposit Agreement by mailing notice of such termination to the record holders of
all Receipts then outstanding at least 60 days prior to the date fixed in such
notice for such termination. The Depositary may likewise terminate the Deposit
Agreement if at any time 60

                                       A-8

<PAGE>

days shall have expired after the Depositary shall have delivered to the Company
a notice of its election to resign and a successor depositary shall not have
been appointed and accepted its appointment. 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 with respect to indemnification, charges and expenses.

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

     22. 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.

     This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose unless this Receipt shall
have been executed 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 PREFERRED
STOCK. THE DEPOSITARY ASSUMES NO RESPONSIBILITY FOR THE CORRECTNESS OF THE
FOREGOING DESCRIPTION WHICH CAN BE TAKEN AS A STATEMENT OF THE COMPANY
SUMMARIZING CERTAIN PROVISIONS OF THE DEPOSIT AGREEMENT. THE DEPOSITARY MAKES NO
WARRANTIES OR REPRESENTATIONS AS TO THE VALIDITY, GENUINENESS OR SUFFICIENCY OF
ANY PREFERRED 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
RECEIPTS, 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 a Receipt without charge, upon
request addressed to its executive office or the office of its transfer agent, a
full statement of the designation, relative rights, preferences and limitations
of the shares of each authorized class, and of each series of preferred shares
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 series.

                                            Dated:

                                            [NAME OF BANK]

                                            By:______________________________
                                                     Authorized Signature

                                       A-9