exv4w3






Exhibit 4.3




DEPOSIT AGREEMENT




     DEPOSIT AGREEMENT, dated as of October 26, 2009, between DEVELOPERS DIVERSIFIED REALTY
CORPORATION, an Ohio corporation, and Mellon Investor Services LLC, a New Jersey limited liability
company, as Depositary, and all holders from time to time of Receipts (as hereinafter defined).



WITNESSETH:




     WHEREAS, it is desired to provide, as hereinafter set forth in this Deposit Agreement, for the
deposit of the Company’s Preferred Shares (as hereinafter defined) with the Depositary for the
purposes set forth in this Deposit Agreement and for the possible future issuance hereunder of the
Receipts evidencing Depositary Shares representing a fractional interest in the Preferred Shares
deposited; and



     WHEREAS, the 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 Receipts:



     SECTION 1.01. “Amendment to the Articles” shall mean the Amendment to the Amended and
Restated Articles of Incorporation of the Company, as amended from time to time, establishing the
Preferred Shares.



     SECTION 1.02. “Articles of Incorporation” shall mean the Second Amended and Restated
Articles of Incorporation, as amended from time to time, of the Company.



     SECTION 1.03. “Common Shares” shall mean the Company’s Common Shares, par value $0.10
per share.



     SECTION 1.04. “Company” shall mean Developers Diversified Realty Corporation, an Ohio
corporation, and its successors.



     SECTION 1.05. “Corporate Office” shall mean the corporate office of the Depositary 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 Mellon Investor
Services LLC, 480 Washington Blvd. – 29th Floor, Jersey City, NJ 07310.



 









 





     SECTION 1.06. “Deposit Agreement” shall mean this agreement, as the same may be
amended, modified or supplemented from time to time.



     SECTION 1.07. “Depositary” shall mean Mellon Investor Services LLC, a New Jersey
limited liability company having its principal office in the United States and having a combined
capital and surplus of at least $50,000,000, and any successor as depositary hereunder.



     SECTION 1.08. “Depositary Share” shall mean a fractional interest of 1/10 of a
Preferred Share deposited with the Depositary hereunder and the same proportionate interest in any
and all other property received by the Depositary in respect of such Preferred Share and held under
this Deposit Agreement, all as evidenced by the Receipts. 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 Share represented by such Depositary Share, including
the dividend, voting, redemption, conversion and liquidation rights contained in the Amendment to
the Articles and the Articles of Incorporation.



     SECTION 1.09. “Depositary’s Agent” shall mean an agent appointed by the Depositary as
provided, and for the purposes specified, in Section 7.06.



     SECTION 1.10. “Excess Preferred Shares” shall mean the Company’s Class G Excess
Cumulative Redeemable Preferred Shares, without par value.



     SECTION 1.11. “Preferred Shares” shall mean the Company’s 8% Class G Cumulative
Redeemable Preferred Shares, without par value, heretofore validly issued, fully paid and
nonassessable.



     SECTION 1.12. “Receipt” shall mean a Depositary Receipt issued hereunder or under the
Deposit Agreement, dated as of March 28, 2003, between the Company and National City Bank to
evidence one or more Depositary Shares, whether in definitive or temporary form, substantially in
the form set forth as Exhibit A hereto.



     SECTION 1.13. “record date” shall mean the date fixed pursuant to Section 4.04.



     SECTION 1.14. “record holder” or “holder” as applied to a Receipt shall mean the
person in whose name a Receipt is registered on the books maintained by the Depositary for such
purpose.



     SECTION 1.15. “Registrar” shall mean Mellon Investor Services LLC or any bank or trust
company appointed to register ownership and transfers of Receipts, the deposited Preferred Shares
or Excess Preferred Shares, as the case may be, as herein provided.



     SECTION 1.16. “Securities Act” shall mean the Securities Act of 1933, as amended.



     SECTION 1.17. “Transfer Agent” shall mean Mellon Investor Services LLC or any bank or
trust company appointed to transfer the Receipts, as herein provided.



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ARTICLE II




FORM OF RECEIPTS; DEPOSIT OF PREFERRED SHARES;

EXECUTION AND DELIVERY, TRANSFER,

SURRENDER AND REDEMPTION OF RECEIPTS



     SECTION 2.01. Form and Transferability of Receipts. (a) Definitive Receipts issued
after the date hereof 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. Pending the preparation of definitive Receipts, the Depositary, upon, and pursuant to,
the written order of the Company, delivered in compliance with Section 2.02, shall be authorized
and instructed to, and shall, execute and deliver temporary Receipts which may be printed,
lithographed, typewritten, mimeographed or otherwise substantially of the tenor of the definitive
Receipts in lieu of which they are issued and with such appropriate insertions, omissions,
substitutions and other variations as the persons executing such Receipts may determine (but which
do not affect the rights or duties of the Depositary), as evidenced by their execution of such
Receipts. If temporary Receipts are issued, the Company and the Depositary will cause definitive
Receipts to be prepared without unreasonable delay. After the preparation of definitive Receipts,
the temporary Receipts shall be exchangeable for definitive Receipts upon surrender of the
temporary Receipts at the Corporate Office or such other offices, if any, as the Depositary may
designate, without charge to the holder. Upon surrender for cancellation of any one or more
temporary Receipts, the Depositary is authorized and instructed to, and shall, execute and deliver
in exchange therefor definitive Receipts representing the same number of Depositary Shares as
represented by the surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company’s expense and without any charge therefor. Until so exchanged, the temporary Receipts shall
in all respects be entitled to the same benefits under this Deposit Agreement, and with respect to
the Preferred Shares deposited, as definitive Receipts.




     (b) Receipts issued after the date hereof shall be executed by the Depositary by the manual
or facsimile signature of a duly authorized signatory of the Depositary, provided that if
a Registrar (other than the Depositary) shall have been appointed then such Receipts shall also be
countersigned by manual or facsimile signature of a duly authorized signatory of the Registrar. No
Receipt issued after the date hereof 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.




     (c) Receipts issued after the date hereof shall be in denominations of any number of whole
Depositary Shares. All Receipts issued after the date hereof shall be dated the date of their
issuance.




     (d) 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 and approved by the Company, or which the Company has determined are
required to comply with any applicable law or regulation or with the rules and regulations of any
securities exchange upon which the Preferred Shares, the Depositary Shares



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or the Receipts may be listed for trading or to conform with any usage with respect thereto,
or to indicate any special limitations or restrictions to which any particular Receipts are
subject.




     (e) Title to any Receipt (and the beneficial ownership of 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 instrument; provided, however, that until a Receipt shall be
transferred on the books of the Depositary as provided in Section 2.04, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder thereof at such time as the
absolute owner thereof for all purposes, including without limitation, for the purpose of
determining the person entitled to (i) distribution of dividends or other distributions, (ii the
exercise of any conversion rights or (iii) any notice provided for in this Deposit Agreement and
for all other purposes.



     SECTION 2.02. Deposit of Preferred Shares; Execution and Delivery of Receipts in Respect
Thereof. (a) Concurrently with the execution of this Deposit Agreement, the Company is
delivering to the Depositary a certificate or certificates, registered in the name of the
Depositary and evidencing 720,000 Preferred Shares, 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 all such certifications as may be required by the Depositary in
accordance with the provisions of this Deposit Agreement, a list of the holders of the Receipts
outstanding on the date hereof and such holders’ tax forms. The Depositary acknowledges receipt of
the deposited Preferred Shares and related documentation and agrees to hold such deposited
Preferred Shares in an account to be established by the Depositary at the Corporate Office or at
such other office as the Depositary shall determine. To the extent that the Company issues
additional Preferred Shares and deposits certificates registered in the name of the Depositary,
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 all such
certifications as may be required by the Depositary in accordance with the provisions of this
Deposit Agreement, representing such Preferred Shares with the Depositary, the Company shall
deliver to the Depositary 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 Depositary Shares representing such deposited Preferred Shares.




     (b) If required by the Depositary, Preferred Shares presented for deposit by the Company at
any time, whether or not the register of shareholders 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 any
right to subscribe for additional Preferred Shares or to receive other property that any person in
whose name the Preferred Shares is or has been registered may thereafter receive upon or in
respect of such deposited Preferred Shares, or in lieu thereof such agreement of indemnity or
other agreement as shall be satisfactory to the Depositary.




     (c) Upon receipt by the Depositary of a certificate or certificates for Preferred Shares
issued after the date hereof and deposited hereunder, together with the other documents specified
above, and upon registering such Preferred Shares in the name of the Depositary, the



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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 in the written order delivered to the
Depositary referred to in the first paragraph of this Section 2.02, a Receipt or Receipts for the
number of whole Depositary Shares representing the Preferred Shares so deposited and registered in
such name or 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. To the extent that the Company issues any Preferred Shares
after the date hereof, the Company shall notify the Depositary of such issuance.




     (d) Other than in the case of splits, combinations or other reclassifications affecting the
Preferred Shares, or in the case of dividends or other distributions of Preferred Shares, if any,
there shall be deposited hereunder not more than the number of Preferred Shares as set forth in
the Amendment to the Articles.




     (e) 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 2.03. Optional Redemption of Preferred Shares For Cash. (a) Whenever the
Company shall elect to redeem deposited Preferred Shares for cash in accordance with the provisions
of the Amendment to the Articles, it shall (unless otherwise agreed with the Depositary) give the
Depositary not less than 10 days prior written notice of the date of such proposed redemption and
of the number of such Preferred Shares held by the Depositary to be redeemed and the applicable
redemption price, determined pursuant to the Amendment to the Articles, including the amount, if
any, of accrued and unpaid dividends to the date of such redemption. The Depositary shall mail,
first-class postage prepaid, notice of the redemption of Preferred Shares and the proposed
simultaneous redemption of the Depositary Shares representing the Preferred Shares to be redeemed,
not less than 30 and not more than 60 days prior to the date fixed for redemption of such Preferred
Shares and Depositary Shares (the “cash redemption date”), to the holders of record on the record
date fixed for such redemption pursuant to Section 4.04 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 such notice shall affect the sufficiency of the proceedings for redemption as to other
holders. The Company shall provide the Depositary with such notice in a timely manner sufficient to
enable such notice to be mailed in accordance with this Section, and each such notice shall state:
the cash redemption date; the cash redemption price; the number of deposited Preferred Shares and
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 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 Shares represented by the Depositary Shares to be redeemed will cease to
accrue. If fewer than all the outstanding Depositary Shares are to be redeemed the Depositary
Shares to be redeemed shall be selected pro rata (as nearly as may be practicable without creating
fractional Depositary Shares) by the Depositary or by any other equitable method determined by



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the Company that will not result in the issuance of any Excess Preferred Shares. The Company
shall also cause notice of redemption to be published in a newspaper of general circulation in the
City of New York at least once a week for two successive weeks commencing not less than 30 days nor
more than 60 days prior to the cash redemption date.





     (b) In the event that notice of redemption has been made as described in Section 2.03(a) and
the Company shall then have paid in full to the Depositary the cash redemption price (determined
pursuant to the Amendment to the Articles) of the Preferred Shares deposited with the Depositary
to be redeemed (including any accrued and unpaid dividends to the date of redemption), the
Depositary shall redeem the number of Depositary Shares representing such Preferred Shares so
called for redemption by the Company and from and after the cash redemption date (unless the
Company shall have failed to redeem the Preferred Shares to be redeemed by it as set forth in the
Company’s notice provided for in Section 2.03(a)), all dividends in respect of the Preferred
Shares called for redemption shall cease to accrue, 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 and any money or
other property to which holders of such Receipts were entitled upon such redemption) 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 of $25.00 per Depositary Share plus any other money and other property payable in
respect of such Preferred Shares. The foregoing shall be further subject to the terms and
conditions of the Amendment to the Articles.




     (c) 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 and all other amounts payable
in respect of the Depositary Shares called for redemption, a new Receipt evidencing the Depositary
Shares evidenced by such prior Receipt and not called for redemption.



     SECTION 2.04. Registration of Transfers of Receipts. The Company hereby appoints the
Depositary as the Registrar and Transfer Agent for the Receipts, and the Depositary hereby accepts
such appointment and, as such, shall register on its books from time to time transfers of Receipts
upon any surrender thereof by the holder in person or by a duly authorized attorney, agent or
representative properly endorsed or accompanied by a properly executed instrument of transfer or
endorsement, together with evidence of the payment by the applicable party 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 2.05. 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



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Receipts in the authorized denominations requested evidencing the same aggregate number of
Depositary Shares evidenced by the Receipt or Receipts surrendered.




     SECTION 2.06. Surrender of Receipts and Withdrawal of Preferred Shares. (a) Any
holder of a Receipt or Receipts may withdraw any or all of the deposited Preferred Shares
represented by the Depositary Shares evidenced by such Receipt or Receipts and all money and other
property, if any, represented by such Depositary Shares by surrendering such Receipt or Receipts at
the Corporate 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 such Preferred Shares (or
money and other property, if any, represented thereby) which have previously been called for
redemption or which have been converted to Excess Preferred Shares in accordance with Section 2.10.
After such surrender, without unreasonable delay, the Depositary shall notify the Transfer Agent
for the Preferred Shares and shall deliver, or cause to be delivered, to such holder, or to the
person or persons designated by such holder as hereinafter provided, the number of whole or
fractional Preferred Shares 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 or fractional Preferred Shares will not thereafter be entitled to deposit such
Preferred Shares 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 Depositary Shares representing the number of
whole or fractional shares of deposited Preferred Shares to be withdrawn, the Depositary shall at
the same time, in addition to such number of whole or fractional Preferred Shares and such money
and other property, if any, to be withdrawn, deliver to such holder, or (subject to Section 2.04)
upon his order, a new Receipt or Receipts evidencing such excess number of Depositary Shares.
Delivery of such Preferred Shares 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.




     (b) If the deposited Preferred Shares 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 Shares, 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 Preferred Shares be properly
endorsed in blank or accompanied by a properly executed instrument of transfer or endorsement in
blank.




     (c) The Depositary shall deliver, or cause to be delivered, the deposited Preferred Shares
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 2.07. Limitations on Execution and Delivery, Transfer, Split-Up, Combination,
Surrender and Exchange of Receipts. (a) As a condition precedent to the execution and
delivery, transfer, split-up, combination, surrender or exchange of any Receipt, the



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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 Company
shall have made such payment, the reimbursement to it) of any tax or other governmental charge and
stock transfer or registration fee with respect thereto (including any such tax or charge with
respect to the Preferred Shares being deposited or withdrawn); (ii) the production of proof
satisfactory to it as to the identity and genuineness of any signature (or the authority 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 as may be required by any
securities exchange upon which the deposited Preferred Shares, the Depositary Shares or the
Receipts may be included for quotation or listed on any applicable self-regulatory body.





     (b) The deposit of Preferred Shares may be refused, the delivery of Receipts against
Preferred Shares may be suspended, the transfer of Receipts may be refused, and the transfer,
split-up, combination, surrender, exchange or redemption of outstanding Receipts may be suspended
(i) during any period when the register of shareholders of the Company is closed or (ii) if any
such action is deemed reasonably 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.



     SECTION 2.08. Lost Receipts, etc. In case any Receipt shall be mutilated and
surrendered to the Depositary or destroyed or lost or stolen, the Depositary shall execute and
deliver a Receipt of like form and tenor in exchange and substitution for such mutilated Receipt or
in lieu of and in substitution for such destroyed, lost or stolen Receipt, provided that
the holder thereof provides the Depositary with (i) evidence reasonably satisfactory to the
Depositary of such destruction, loss or theft of such Receipt, of the authenticity thereof and of
such holder’s ownership thereof, (ii) a request for such execution and delivery, which must be
received by the Depositary before the Depositary has notice that the Receipt has been acquired by a
protected purchaser, (iii) indemnification satisfactory to the Depositary and the Company, and (iv)
any other documents reasonably required by the Depositary.



     SECTION 2.09. 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, but not
required, to destroy such Receipts so cancelled.



     SECTION 2.10. Conversion of Preferred Shares into Excess Preferred Shares. (a) As
provided in the Articles of Incorporation, upon the happening of certain events, certain Preferred
Shares shall be automatically converted into Excess Preferred Shares. In the event of such a
conversion, the Receipt representing the deposited Preferred Shares so converted shall no longer
represent, to the extent of the shares so converted, such deposited Preferred Shares. Promptly upon
its knowledge of the conversion of such deposited Preferred Shares into Excess Preferred Shares,
the Company shall notify the Depositary of such conversion, the number of deposited Preferred
Shares so converted, and the identity of the holder of the Receipt so affected, whereupon the
Depositary shall promptly notify the holder of such Receipt to surrender such



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Receipt(s) to the Depositary for cancellation of the number of Depositary Shares evidenced
thereby equal to the converted deposited Preferred Shares represented thereby.





     (b) If fewer than all of the Depositary Shares evidenced by a Receipt are required to be
surrendered for cancellation, the Depositary will deliver to the holder of such Receipt upon its
surrender to the Depositary a new Receipt evidencing the Depositary Shares evidenced by such prior
Receipt and not required to be surrendered for cancellation of the Depositary Shares represented
thereby, and the Depositary will make appropriate adjustments in its records (as contemplated in
Section 2.02) to reflect such conversion and cancellation (including the reduction of any
fractional share of deposited Preferred Shares and the issuance of any Excess Preferred Shares).



ARTICLE III




CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY



     SECTION 3.01. Filing Proofs, Certificates and Other Information. Any person presenting
Preferred Shares for deposit or any holder of a Receipt may be required from time to time to file
with the Depositary such proof of residence, guarantee of signature or other information, and to
execute such certificates and to make such representations and warranties as the Depositary may
reasonably deem necessary or proper or the Company may reasonably require by written request to the
Depositary. 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 deposited Preferred Shares
represented by the Depositary Shares evidenced by any Receipt, the distribution of any dividend or
other distribution or the sale of any rights or of the proceeds thereof, until such proof or other
information is filed, such certificates are executed or such representations and warranties are
made.



     SECTION 3.02. Payment of Fees and Expenses. Holders of Receipts shall be obligated to
make payments to the Depositary of certain fees and expenses and taxes or other governmental
charges to the extent provided in Section 5.08, or provide evidence reasonably satisfactory to the
Depositary that such fees and expenses and taxes or other governmental charges have been paid.
Until such payment is made, transfer of any Receipt or any withdrawal of the Preferred Shares or
money or other property, if any, represented by the Depositary Shares evidenced by such Receipt may
be refused, any dividend or other distribution may be withheld, and any part or all of the
Preferred Shares 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 a reasonable number of days 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 fees or expenses,
the holder of such Receipt remaining liable for any deficiency.



     SECTION 3.03. Representations and Warranties as to Preferred Shares. In the case of
the initial deposit of the Preferred Shares hereunder, the Company and, in the case of subsequent
deposits thereof, each person so depositing Preferred Shares under this Deposit Agreement shall be
deemed thereby to represent and warrant that such Preferred Shares and each certificate therefor
are valid and that the person making such deposit is duly authorized to do so.



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The Company hereby further represents and warrants that the Preferred Shares outstanding on
the date hereof are, and any Preferred Shares deposited after the date hereof, when issued, will
be, validly issued, fully paid and nonassessable. Such representations and warranties shall survive
the deposit of the Preferred Shares and the issuance of Receipts.




     SECTION 3.04. Representation and Warranties as to Receipts and Depositary Shares. The
Company hereby represents and warrants that the Receipts outstanding on the date hereof are, and
any Receipts issued after the date hereof, when issued, will evidence legal and valid interests in
the Depositary Shares and each Depositary Share will represent a legal and valid 1/10 fractional
interest in a deposited Preferred Share. Such representation and warranty shall survive the deposit
of the Preferred Shares and the issuance of Receipts.



ARTICLE IV




THE PREFERRED SHARES; NOTICES



     SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive any cash
dividend or other cash distribution on the deposited Preferred Shares, including any cash received
upon redemption of any Preferred Shares pursuant to Section 2.03, the Depositary shall, subject to
Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section
4.04 such amounts of such dividend or distribution as are, as nearly as practicable, in proportion
to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that (i) in case the Company or the Depositary shall be required
to and shall withhold from any cash dividend or other cash distribution in respect of the Preferred
Shares represented by the Receipts held by any holder 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 represented by such Receipts subject to such
withholding shall be reduced accordingly and (ii) no cash dividends will be paid in respect of any
Depositary Share to the extent that it represents any Preferred Shares converted into Excess
Preferred Shares. The Depositary shall distribute or make available for distribution, as the case
may be, only such amount as can be distributed without attributing to any holder of Receipts 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. Prior
to any such distribution, to the extent the Depositary does not have the requisite tax form from a
holder, the Depositary may require such holder to provide the Depositary with a properly completed
Form W-8 (i.e., Form W-8BEN, Form W-8EXP, Form W-8IMY, Form W8ECI or another applicable Form W-8)
or Form W-9 (which form shall set forth such holder’s certified taxpayer identification number if
requested on such form), as may be applicable. Each holder of a Receipt acknowledges that, in the
event of non-compliance with the preceding sentence, the Internal Revenue Code may require
withholding by the Depositary of a portion of any of the distribution to be made hereunder.



     SECTION 4.02. Distributions Other Than Cash. Whenever the Depositary shall receive any
distribution other than cash on the deposited Preferred Shares, the Depositary shall, subject to
Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section
4.04 such amounts of the securities or property received by it as are, as nearly as



10









 




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, except that no distribution will be made in
respect of any Depositary Share to the extent that it represents any Preferred Shares converted
into Excess Preferred Shares. If, in the opinion of the Depositary after consultation with the
Company, such distribution cannot be made proportionately among such record holders, or if for any
other reason (including any requirement that the Company or the Depositary withhold an amount on
account of taxes), the Depositary deems, after consultation with the Company, such distribution not
to be feasible, the Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution, including the sale (at
public or private sale) of the securities or property thus received, or any part thereof, at such
place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Section 3.02, be distributed or made available for distribution, as the case may be, by
the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a
distribution received in cash. The Company shall not make any distribution of such securities or
property to the holders of Receipts unless the Company shall have provided to the Depositary an
opinion of counsel stating that the distribution of such securities or property has been registered
under the Securities Act or that registration is not required. The Company shall advise the
Depositary of the nature of any property, and if the Depositary in its reasonable judgment
determines that it may incur liability by reason of being deemed an owner thereof, the Depositary
shall have the right to refuse such property, but the Depositary shall assist the Company in
determining an appropriate means of distributing such property.




     SECTION 4.03. Subscription Rights, Preferences or Privileges. (a) If the Company shall
at any time offer or cause to be offered to the persons in whose names deposited Preferred Shares
are registered on the books of the Company any rights, preferences or privileges to subscribe for
or to purchase any securities or any rights, preferences or privileges of any other nature, such
rights, preferences or privileges shall in each such instance be made available by the Depositary
to the record holders of Receipts in such manner as the Company shall instruct (including by the
issue to such record holders of warrants representing such rights, preferences or privileges);
provided, however, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Company determines upon advice of its legal counsel that it is not
lawful or feasible to make such rights, preferences or privileges available to the holders of
Receipts (by the issue of warrants or otherwise) or (ii) 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, subject to Section 3.01 and Section 3.02, be distributed by the
Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the
case of a distribution received in cash. The Depositary shall not make any distribution of such
rights, preferences or privileges, unless the Company shall have provided to the Depositary the
opinion of counsel required by Section 4.03(b).




     (b) 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



11









 







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 efforts
and take all steps available to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights, preferences or privileges to enable such
holders to exercise such rights, preferences or privileges. In no event shall the Depositary make
available to the holders of Receipts any right, preference or privilege to subscribe for or to
purchase any securities unless and until such 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 and the Company shall have provided to the Depositary
an opinion of counsel to such effect.




     (c) 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 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.




     (d) The Depositary will not be deemed to have any knowledge of any item for which it is
supposed to receive notification under any Section of this Deposit Agreement unless and until it
has received such notification.



     SECTION 4.04. 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 deposited Preferred Shares, or whenever the Depositary shall receive notice of
(i) any meeting at which holders of such Preferred Shares are entitled to vote or of which holders
of such Preferred Shares are entitled to notice or (ii) any election on the part of the Company to
redeem any such Preferred Shares, 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
Shares) 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 the determination of which Depositary Shares are to be so redeemed.



     SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at which the
holders of deposited Preferred Shares 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 4.04 will be entitled, subject to any applicable provision of law, to
instruct the Depositary as to the exercise of the voting rights pertaining to the amount of
Preferred Shares 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 vote or cause to be voted the amount of



12









 




Preferred Shares represented by the Depositary Shares evidenced by such Receipt in accordance
with the instructions set forth in such request. To the extent any such instructions request the
voting of a fractional interest of a share of deposited Preferred Shares, the Depositary shall
aggregate such interest with all other fractional interests resulting from requests with the same
voting instructions and shall vote the number of whole votes resulting from such aggregation in
accordance with the instructions received in such requests. Each Preferred Share is entitled to one
vote on all matters as to which the Preferred Shares vote and, accordingly, each Depositary Share
is entitled to 1/10 of a vote on such matters. The Company hereby agrees to take all reasonable
actions that may be deemed necessary by the Depositary in order to enable the Depositary to vote
such Preferred Shares or cause such Preferred Shares to be voted. In the absence of specific
instructions from the holder of a Receipt, the Depositary will abstain from voting to be extent of
the Preferred Shares represented by the Depositary Shares evidenced by such Receipt. The Depositary
shall not be required to exercise discretion in voting any Preferred Shares represented by the
Depositary Shares evidenced by such Receipt.




     SECTION 4.06. Changes Affecting Preferred Shares and Reclassifications, Recapitalizations,
etc. Upon any change in par or stated value, split-up, combination or any other
reclassification of Preferred Shares, or upon any recapitalization, reorganization, merger 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 written instructions of the Company, (i)
make such adjustments in (a) the fraction of an interest represented by one Depositary Share in one
Preferred Share and (b) the ratio of the redemption price per Depositary Share to the redemption
price of a Preferred Share, in each case as may be required by or as is consistent with the
provisions of the Amendment to the Articles and the Articles of Incorporation to fully reflect the
effects of such change in par or stated value, split-up, combination or other reclassification, or
of such recapitalization, reorganization, merger, consolidation or sale and (ii) treat any shares
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 Shares as new deposited property
under this Deposit Agreement, and Receipts then outstanding shall thereafter 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 Shares. In any such case the Depositary
may, upon the written instructions 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 Shares or any such
recapitalization, reorganization, merger or consolidation or sale of substantially all the assets
of the Company to surrender such Receipts to the Depositary with instructions to convert, exchange
or surrender the Preferred Shares represented thereby only into or for, as the case may be, the
kind and amount of shares and other securities and property and cash into which the deposited
Preferred Shares evidenced by such Receipts might have been converted or for which such Preferred
Shares might have been exchanged or surrendered immediately prior to the effective date of such
transaction. The Company shall cause an effective provision to be made in the corporate charter of
the resulting or surviving corporation (if other than the Company) for protection of such rights as
may be applicable upon exchange of the deposited Preferred Shares for securities or property or
cash of the surviving corporation in connection with the transactions set forth above. The Company
shall cause any such surviving



13









 




corporation (if other than the Company) expressly to assume the obligations of the Company
hereunder.




     SECTION 4.07. Inspection of 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 deposited Preferred
Shares and made generally available to the holders of the Preferred Shares. In addition, the
Depositary shall transmit certain notices and reports to the holders of Receipts as provided in
Section 5.06.



     SECTION 4.08. Lists of Receipt Holders. Promptly upon request from time to time by the
Company, the Depositary or Registrar, as applicable, shall furnish to the Company a list, as of a
recent date specified by the Company, of the names, addresses and holdings of Depositary Shares of
all persons in whose names Receipts are registered on the books of the Depositary or Registrar, as
applicable.



     SECTION 4.09. Tax and Regulatory Compliance. The Depositary shall be responsible for
(i) preparation and mailing of 1099 forms for all open and closed accounts, (ii) foreign tax
withholding, (iii) withholding at the then applicable rate of dividends from holders of Receipts
subject to back-up withholding, (iv) mailing W-9 forms to new holders of Receipts without a
certified taxpayer identification number, (v) processing certified W-9 forms, (vi) preparation and
filing of state information returns and (vii) escheatment services.



     SECTION 4.10. Withholding. Notwithstanding any other provision of this Deposit
Agreement, in the event that the Depositary determines that any distribution in property is subject
to any tax or other governmental charge which the Depositary is obligated by law to withhold, the
Depositary may dispose of all or a portion of such property in such amounts and in such manner as
the Depositary deems necessary and practicable to pay such taxes, by public or private sale, and
the Depositary shall distribute the net proceeds of any such sale or the balance of any such
property after deduction of such taxes to the holders of Receipts entitled thereto in proportion to
the number of Depositary Shares held by them, respectively.



ARTICLE V




THE DEPOSITARY AND THE COMPANY



     SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by the Depositary and
the Registrar. (a) The Depositary shall maintain at the Corporate Office facilities for the
execution and delivery transfer, surrender and exchange, split-up, combination and redemption of
Receipts and for the deposit and withdrawal of Preferred Shares 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 for the deposit and withdrawal of Preferred
Shares, all in accordance with the provisions of this Deposit Agreement.




     (b) The Depositary or Registrar, as applicable, shall keep books at the Corporate Office for
the registration and transfer of Receipts, which books at all reasonable



14









 







times shall be open for inspection by the record holders of Receipts as provided by
applicable law. 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.




     (c) If the Receipts or the Depositary Shares evidenced thereby or the Preferred Shares
represented by such Depositary Shares shall be listed on the New York Stock Exchange or any other
stock exchange, the Depositary may, with the approval of the Company, appoint a Registrar
(acceptable to the Company) for registration 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 Shares 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, redemption and exchange of such Receipts, such Depositary Shares or
such Preferred Shares as may be required by law or applicable stock exchange regulations.



     SECTION 5.02. Prevention or Delay in Performance by the Depositary, the Depositary’s
Agents, the Registrar or the Company. Neither the Depositary, any Depositary’s Agent, the
Registrar nor the Company shall incur any liability to any holder of any Receipt, if by reason of
any provision of any present or future law or regulation thereunder of the United States of America
or of any other governmental authority or, in the case of the Company, the Depositary, the
Depositary’s Agent or the Registrar, by reason of any provision, present or future, of the Articles
of Incorporation or the Amendment to the Articles or, in the case of the Company, the Depositary,
the Depositary’s Agent or the Registrar, 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, the Registrar or
the Company shall be prevented or forbidden from doing or performing any act or thing that the
terms of this Deposit Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary’s Agent, the Registrar or the Company incur any liability to any holder of a Receipt 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 5.03. Scope of the Depositary’s Obligations. (a) The Depositary shall act
solely as agent for the Company under this Deposit Agreement and owes no duties hereunder to any
other person. The Depositary undertakes to perform the duties and only the duties that are
specifically set forth in this Deposit Agreement, and no implied covenants or obligations shall be
read into this Deposit Agreement against the Depositary.




     (b) Neither the Depositary, any Depositary’s Agent, the Registrar nor the Company shall be
under any obligation to appear in, prosecute or defend any action, suit or other proceeding with
respect to the deposited Preferred Shares, 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.




15











 





     (c) The Depositary, any Depositary’s Agent and the Registrar may rely upon, and shall be
protected in acting or refraining from acting in reliance upon, (i) any communication from
Company, any predecessor Depositary or Depositary’s Agent, any predecessor co-Depositary or any
Registrar (other than Depositary), predecessor Registrar or co-Registrar; (ii) any instruction,
notice, request, direction, consent, report, certificate, opinion or other instrument, paper,
document or electronic transmission believed by the Depositary to be genuine and to have been
signed or given by the proper party or parties; (iii) the identity, authority or rights of the
parties (other than with respect to the Depositary) executing or delivering or purporting to
execute or deliver this Deposit Agreement or any documents or papers deposited or called for under
this Deposit Agreement, (iv) any guaranty of signature by an “eligible guarantor institution” that
is member or participant in the Securities Transfer Agents Medallion Program, Foreign Investor
Registered Securities Transfer Global Program or other comparable “signature guarantee program” or
insurance program in addition to, or in substitution for, the foregoing, (v) any instructions
received through Direct Registration System/Profile; or (vi) any law, act, regulation or any
reasonable interpretation of the same even though such law, act, or regulation may thereafter have
been altered, changed, amended or repealed.




     (d) In connection with any question of law arising in the course of the Depositary performing
its duties hereunder, the Depositary may consult with legal counsel (including internal counsel)
whose advice shall be an indication of good faith in respect of any action taken, suffered or
omitted by the Depositary hereunder.



     (e) The Depositary, its parent, affiliate, or subsidiaries, any Depositary’s Agent, and the
Registrar may own, buy, sell or deal in any class of securities of the Company and its affiliates
and its 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.



     (f) 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 deposited Preferred Shares;
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, the Depositary’s Agent nor the Registrar shall be
under any duty or responsibility to ensure compliance with any applicable federal or state
securities laws in connection with the issuance, transfer or exchange of the Receipts, Preferred
Shares or Depository Shares; provided, however, that each of the Depositary, the
Depositary’s Agent and the Registrar agrees to comply with all federal and state securities laws
applicable to it in its respective capacity as Depositary, Depositary’s Agent and Registrar.



     (g) 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 any



16









 






registration statement pursuant to which the Depositary Shares may be registered under the
Securities Act, the deposited Preferred Shares, the Depositary Shares, the Receipts (except its
countersignature thereon) or any instruments referred to therein or herein, or as to the
correctness of any statement made in any such registration statement or herein; provided,
however, that the Depositary is responsible for its representations in this Deposit
Agreement, for the validity of any action taken or required to be taken by the Depositary in
connection with this Deposit Agreement and for any information provided to the Company in writing
for the purpose of including such information in any such registration statement.




     (h) In the event the Depositary, the Depositary’s Agent or the Registrar believes any
ambiguity, uncertainty or conflict exists in any notice, instruction, direction, request or other
communication, paper or document received by it pursuant to this Deposit Agreement, the Depositary,
the Depositary’s Agent or Registrar shall promptly notify the Company of the details of such
alleged ambiguity, uncertainty or conflict, and may, in its sole discretion, refrain from taking
any action, and the Depositary, the Depositary’s Agent or Registrar shall be fully protected and
shall incur no liability to any person from refraining from taking such action, absent negligence
or intentional misconduct (as determined by a court of competent jurisdiction), unless and until
(i) the rights of all parties have been fully and finally adjudicated by a court of appropriate
jurisdiction or (ii) the Depositary, the Depositary’s Agent or Registrar receives written
instructions with respect to such matter signed by the Company that eliminates such ambiguity,
uncertainty or conflict to the satisfaction of the Depositary, the Depositary’s Agent or Registrar.



     (i) Whenever in the performance of its duties under this Deposit Agreement, the Depositary,
the Depositary’s Agent or Registrar shall deem it necessary that any fact or matter be proved or
established by the Company prior to taking, suffering or omitting to take any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively provided and established by a certificate signed by any one of the
Executive Chairman of the Board, the Chief Executive Officer and President, any Executive Vice
President, any Senior Vice President, the Treasurer, any Assistant Treasurer, the Secretary or
Assistant Secretary of the Company and delivered to the Depositary, the Depositary’s Agent or
Registrar; and such certificate shall be full and complete authorization and protection to the
Depositary, the Depositary’s Agent or Registrar and the Depositary, the Depositary’s Agent or
Registrar shall incur no liability for or in respect of any action taken, suffered or omitted by it
under the provisions of this Deposit Agreement in reliance upon such certificate. The Depositary,
the Depositary’s Agent or Registrar shall not be liable for or by reason of any of the statements
of fact or recitals contained in this Deposit Agreement or in the Receipts (except its
countersignature thereof) or be required to verify the same, but all such statements and recitals
are and shall be deemed to have been made by the Company only.



     (j) Notwithstanding anything herein to the contrary, no amendment to the Certificate of
Designations shall affect the rights, duties, obligations or immunities of the Depositary, the
Depositary’s Agent or Registrar hereunder.



     (k) The Depositary and the Registrar hereunder:



17









 





               (i) shall have no duties or obligations other than those specifically set forth herein (and no
implied duties or obligations), or as may subsequently be agreed to in writing by the parties; and



               (ii) shall have no obligation to make payment hereunder to holders of Receipts unless the
Company shall have provided the necessary federal or other immediately available funds or
securities or property, as the case may be, to pay in full amounts due and payable with respect
thereto.



     SECTION 5.04. Limitation of Liability. In the absence of bad faith, negligence,
misconduct or breach of this Deposit Agreement on its part, the Depositary, any Depositary’s Agent
or the Registrar shall not be liable for any action taken, suffered or omitted by it or for any
error of judgment made by it in the performance of its duties under this Deposit Agreement.
Without limiting the indemnification obligations described in Section 5.06 hereof, in no event will
the Depositary or the Company be liable for special, indirect, incidental, consequential or
punitive losses or damages of any kind whatsoever (including but not limited to lost profits), even
if the Depositary or the Company has been advised of the possibility of such losses or damages and
regardless of the form of action.



     SECTION 5.05. Notices, Reports and Documents. 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 Shares, the Depositary Shares or the Receipts are
included for quotation or listed or by the Articles of Incorporation, as amended by the Amendment
to the Articles to be furnished by the Company to holders of the deposited Preferred Shares and, if
requested by the holder of any Receipt, a copy of this Deposit Agreement, the form of Receipt, the
Articles of Incorporation as amended, and the form of Preferred Shares. Such transmission will be
at the Company’s expense and the Company will provide the Depositary with such number of copies of
such documents as the Depositary may reasonably request. In addition, the Depositary will transmit
to the record holders of Receipts at the Company’s expense such other documents as may be requested
by the Company.



     SECTION 5.06. Indemnification. The Company shall indemnify the Depositary, any
Depositary’s Agent and any Registrar for, and hold each of them harmless from and against, any
loss, liability, claim (whether with or without basis in fact or law), demand, cost or expense
(collectively, “Loss”) arising out of or in connection with, its acting as Depositary, Depositary’s
Agent or Registrar, respectively, under this Deposit Agreement and the Receipts or this
appointment, including the reasonable costs and expenses of defending itself against any Loss or
enforcing this Deposit Agreement, except to the extent that such Loss shall have been determined by
a court of competent jurisdiction to be a result of the Depositary’s, Depositary’s Agent or any
Registrar’s negligence or intentional misconduct. The Depositary shall indemnify the Company for,
and hold it harmless from and against, any Loss arising out of or in connection with the services
provided by the Depositary, Depositary’s Agent and any Registrar under this Deposit Agreement or
this appointment, including the reasonable costs and expenses of defending itself against any Loss
or enforcing this Deposit Agreement to the extent that such Loss shall have been determined by a
court of competent jurisdiction to be a result of the



18









 




Depositary’s, Depositary’s Agent or any Registrar’s negligence or intentional misconduct. If
a party (“Indemnitor”) shall be obligated to provide indemnification for any Loss to the other
party (“Indemnitee”), such Indemnitor shall be entitled to assume the defense of such Loss with
counsel approved by the Indemnitee (which approval shall not be unreasonably withheld or delayed)
upon delivery to Indemnitee of written notice of Indemnitor’s election to do so, provided that
Indemnitor shall not be entitled to assume such defense if (a) Indemnitee has reasonably concluded
that there may be legal defenses available to it that are different from or in addition to those
available to Indemnitor or (b) there is a conflict or potential conflict of interest between
Indemnitor and Indemnitee.




     SECTION 5.07. Fees, Charges and Expenses. No charges and expenses of the Depositary
or any Depositary’s Agent hereunder shall be payable by any person, except as provided in Section
16 of the Transfer Agent Agreement, dated October 26, 2009, by and between the Company and the
Depositary. The Company shall pay all transfer and other taxes and governmental charges arising
solely from the existence of this Deposit Agreement. If a holder of Receipts requests the
Depositary to perform duties not required under this Deposit Agreement, the Depositary shall notify
the holder of the cost of the performance of such duties prior to the performance thereof. Such
holder will be liable for the charges and expenses related to such performance. The Depositary may
refuse to effect any transfer of a Receipt or any withdrawal of shares of Preferred Stock evidenced
thereby until all such taxes and charges with respect to such Receipt or shares of Preferred Stock
are paid.



ARTICLE VI




AMENDMENT, TERM AND TERMINATION



     SECTION 6.01. Amendment. This Deposit Agreement may not be amended or modified in any
manner except by a written agreement signed by both the Company and the Depositary;
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 or (ii) would be materially and adversely inconsistent with the rights
granted to the holders of the Preferred Shares pursuant to the Articles of Incorporation as amended
by the Amendment to the Articles shall be effective unless such amendment shall have been approved
by the holders of at least a majority of the Depositary Shares then outstanding. In no event shall
any amendment impair the right, subject to the provisions of Section 2.06 and Section 2.07 of
Article II, of any holder of any Depositary Shares to surrender the Receipt evidencing such
Depositary Shares with instructions to the Depositary to deliver to the holder the deposited
Preferred Shares and all money and other property, if any, represented thereby, except in order to
comply with mandatory provisions of applicable law. 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.



     SECTION 6.02. Term of Agreement. The Depositary’s appointment hereunder shall commence
on October 26, 2009, and shall continue for two years thereafter (the “Initial Term”). Unless
either party gives written notice of termination of this Deposit Agreement at



19









 




least 60 days prior to the end of the Initial Term, or any successive one-year term, this
Deposit Agreement shall automatically renew for successive additional one-year terms.




     SECTION 6.03. Termination. (a) The Company may terminate this Deposit Agreement if
(i) the Depositary defaults on any of its obligations hereunder and such default remains uncured 30
days after the Depositary’s receipt of notice of such default from the Company; (ii) any proceeding
in bankruptcy, reorganization, receivership or insolvency is commenced by or against the
Depositary, the Depositary shall become insolvent or shall cease paying its obligations as they
become due or makes any assignment for the benefit of its creditors or (iii) the Depositary is
acquired by or is merged with or into a non-affiliate where the Depositary is not the surviving
company.



     (b) The Depositary may suspend providing services hereunder or terminate this Deposit
Agreement if (i) the Company fails to pay amounts due hereunder or defaults on any of its
obligations hereunder and such failure or default remains uncured 30 days after the Company’s
receipt of notice of such failure or default from the Depositary; (ii) any proceeding in
bankruptcy, reorganization, receivership or insolvency is commenced by or against the Company, the
Company shall become insolvent, or shall cease paying its obligations as they become due or makes
any assignment for the benefit of its creditors; (iii) the Company is acquired by or is merged
with or into another entity where the Company is not the surviving company; (iv) such termination
is necessary to preserve the Company’s status as a real estate investment trust under the Internal
Revenue Code of 1986, as amended (or any successor provision), or (v) the holders of a majority of
the Receipts consent to such termination, whereupon the Depositary shall deliver or make available
to each holder of a Receipt, upon surrender of the Receipt held by such holder, such number of
whole or fractional deposited Preferred Shares as are represented by the Depositary Shares
evidenced by such Depositary Receipt, together with any other property held by the Depositary in
respect of such Receipt. In the event that this Deposit Agreement is terminated pursuant to
clause (iv) of the immediately preceding sentence, the Company hereby agrees to use its best
efforts to list the Preferred Shares issued upon surrender of the Receipt evidencing the
Depositary Shares represented thereby on a national securities exchange. This Deposit Agreement
will automatically terminate if(x) all outstanding Depositary Shares shall have been redeemed
pursuant to Section 2.03 or (y) there shall have been made a final distribution in respect of the
deposited Preferred Shares in connection with any liquidation, dissolution or winding up of the
Company and such distribution shall have been distributed to the holders of Receipts entitled
thereto.



     (c) Upon termination of this Deposit Agreement, all fees earned and expenses incurred by the
Depositary up to and including the date of such termination shall be immediately due and payable
to the Depositary on or before the effective date of such termination.



     (d) Prior to termination of this Deposit Agreement, the Company shall provide the Depositary
with written instructions as to the disposition of records, as well as any additional
documentation reasonably requested by the Depositary. Except as otherwise expressly provided in
this Deposit Agreement, the respective rights and duties of the Company and the Depositary under
this Deposit Agreement shall cease upon termination of this Deposit Agreement.



20









 





     (e) In case at any time this Deposit Agreement shall be terminated, the Company shall, within
60 days after the delivery of the notice of termination, appoint a successor depositary, which
shall be an entity having its principal office in the United States of America and having a
combined capital and surplus of at least $100,000,000 or an affiliate thereof. If a successor
depositary shall not have been appointed and accepted appointment 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 deposited Preferred Shares 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.



     (f) Subject to the right of the Company to terminate this Deposit Agreement pursuant to
Section 6.03, any corporation or association or other entity into or with which the Depositary may
be merged, consolidated or converted, or any corporation or association or other entity to which
all or a substantial part of the assets of the Depositary may be transferred, 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.



     (g) The provisions of Section 6.03(e) and (f) as they apply to the Depositary apply to the
Registrar as if specifically enumerated therein.



ARTICLE VII




MISCELLANEOUS



     SECTION 7.01. Counterparts. This Deposit Agreement may be executed manually in any
number of counterparts, each of which such counterparts, when so executed and delivered, shall be
deemed an original, and all such counterparts when taken together shall constitute one and the same
original instrument. 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 officer of the Depositary’s Agents, if any, by any holder of a Receipt.



     SECTION 7.02. Exclusive Benefits of Parties. Nothing in this Deposit Agreement shall
be construed to give any person or entity other than Depositary and the Company any legal or
equitable right, remedy or claim under this Deposit Agreement; but this Deposit Agreement shall be
for the sole and exclusive benefit of the Depositary and the Company.



21









 





     SECTION 7.03. Severability. Whenever possible, each provision of this Deposit
Agreement will be interpreted in such a manner as to be effective and valid under applicable law,
but if any provision of this Deposit Agreement is found to violate a law, it will be severed from
the rest of the Deposit Agreement and ignored.



     SECTION 7.04. Assignment. This Deposit Agreement shall be binding upon the parties
hereto and their respective successors and assigns; provided that this Deposit Agreement
may not be assigned, or otherwise transferred, in whole or in part, by either party without the
prior written consent of the other party, which the other party will not unreasonably withhold,
condition or delay; provided further that consent is not required for an assignment
by the Depositary to an entity in which more than 50% of the equity interests are held either
directly or indirectly by The Bank of New York Mellon Corporation. Any attempted assignment in
violation of the foregoing will be void.



     SECTION 7.05. Notices. (a) All notices, demands and other communications given
pursuant to this Deposit Agreement shall be in writing, shall be deemed effective on the date of
receipt or first refusal by the recipient, and may be sent by e-mail, facsimile, overnight delivery
service, or by certified or registered mail, return receipt requested to:



	 	 	 
	If to the Company:

	 	with an additional copy to:
	 
	 	 
	Developers Diversified Realty Corporation

3300 Enterprise Parkway

Beachwood, OH 44122

Attn: Corporate Secretary

Tel: 216-755-5500

Fax: 216-755-1493

E-mail: jallgood@ddr.com

	 	Developers Diversified Realty Corporation

3300 Enterprise Parkway

Beachwood, OH 44122

Attn: General Counsel

Tel: 216-755-5500

Fax: 216-755-1650

E-mail: dweiss@ddr.com
	 
	 	 
	If to the Depositary:

	 	with an additional copy to:
	 
	 	 
	Mellon Investor Services LLC

200 W. Monroe St., Ste 1590

Chicago, IL 60606

Attn: Relationship Manager

Tel: 312-325-7616

Fax: 312-325-7610

email: peter.sablich@bnymellon.com

	 	Mellon Investor Services LLC

Newport Office Center VII

480 Washington Blvd.

Jersey City, NJ 07310

Attn: Legal Department

Tel: 201-680-2198

Fax: 201-680-4610

email: susan.iacobucci@bnymellon.com






     (b) 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 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









 





     SECTION 7.06. 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.



     SECTION 7.07. 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 7.08. Governing Law. This Deposit Agreement and the Receipts and all rights
hereunder and thereunder and provisions hereof and thereof shall be governed by, construed and
interpreted in accordance with the laws of the State of Ohio, without regard to principles of
conflicts of law; provided, however, that all provisions regarding the rights, duties and
obligations of the Depositary shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made to be performed entirely within such State.



     SECTION 7.09. Inspection of Deposit Agreement. Copies of this Deposit Agreement shall
be filed with the Depositary and the Depositary’s Agents and shall be open to inspection during
business hours at the Corporate Office and the respective offices of the Depositary’s Agents, if
any, by any holder of any Receipt.



     SECTION 7.10. Headings. The headings contained in this Deposit Agreement and in the
form of the Receipt set forth in Exhibit A are for the purposes of convenience only and are not
intended to define or limit the contents of this Deposit Agreement.



     SECTION 7.11. Entire Agreement. This Deposit Agreement constitutes the entire
understanding of the parties with respect to the subject matter hereof and supersedes all prior
written or oral communications, understandings, and agreements with respect to the subject matter
of this Deposit Agreement. The parties acknowledge that the Exhibits hereto are an integral part of
this Deposit Agreement.



     SECTION 7.12. Confidentiality. (a) In connection with the Depositary’s appointment
hereunder, each party shall obtain confidential information related to the other party or its
stockholders that is not available to the general public (“Confidential Information”), which
Confidential Information shall include the terms and conditions of this Deposit Agreement and the
exhibits attached hereto. Each party agrees that the Confidential Information shall be held and
treated by it, its directors, officers, employees, affiliates, agents and subcontractors
(collectively, “Representatives”) in confidence and, except as hereinafter provided, shall not be
disclosed in any manner whatsoever except as otherwise required by law, regulation, subpoena or
governmental authority. Confidential Information shall be used by each party and its
Representatives only for the purposes for which provided and shall be disclosed by such party only
to those Representatives who have a need to know in order to accomplish the business purpose in
connection with which the Confidential Information has been provided. Confidential Information
does not include information that (i) is now or subsequently becomes generally available to the
public through no fault or breach on the part of



23









 




the receiving party; (ii) the receiving party had rightfully in its possession prior to
disclosure to it by the disclosing party; (iii) is independently developed by the receiving party
without the use of or reference to any Confidential Information; or (iv) the receiving party
rightfully obtains on a non-confidential basis from a source other than the disclosing party who
has the right to transfer or disclose it




     (b) In connection with the provision of services under this Deposit Agreement, the Company
may direct the Depositary to release information, including non-public personal information
(“NPPI”), as defined in Title V of the Gramm Leach Bliley Act and the regulations issued
thereunder (including but not limited to Regulation P of the Board of Governors of the Federal
Reserve) to the Company’s agents or other third party service providers, including, without
limitation, broker/dealers, custodians and depositories. In addition, the Company consents to
the release of information, including NPPI, (i) to any of the Depositary’s Representatives in
connection with the services provided hereunder and (ii) as required by law, regulation, subpoena
or governmental authority. The Depositary shall not be liable for the release of information in
accordance with the foregoing provisions.




     SECTION 7.13. Survival of Terms. Sections 5.04, 5.06, 5.07 and 7.12 hereof shall
survive the termination of this Deposit Agreement and any succession of any Depositary, Registrar
or Depositary’s Agent.



     SECTION 7.14. Force Majeure. The Depositary shall not be liable for any failures,
delays or losses, arising directly or indirectly out of conditions beyond its reasonable control,
including, but not limited to, acts of government, exchange or market ruling, suspension of
trading, work stoppages or labor disputes, civil disobedience, riots, rebellions, electrical or
mechanical failure, computer hardware or software failure, communications facilities failures
including telephone failure, war, terrorism, insurrection, fires, earthquakes, storms, floods, acts
of God or similar occurrences.



     SECTION 7.15. Submission to Jurisdiction; Foreign Law.



     (a) The parties irrevocably (i) submit to the non-exclusive jurisdiction of any New York
State court sitting in New York City or the United States District Court for the Southern District
of New York in any action or proceeding arising out of or relating to this Deposit Agreement, and
(ii) waive, to the fullest extent they may effectively do so, any defense based on inconvenient
forum, improper venue or lack of jurisdiction to the maintenance of any such action or proceeding.



     (b) The Depositary shall not be required hereunder to comply with the laws or regulations of
any country other than the United States of America or any political subdivision thereof. The
Depositary may consult with foreign counsel, at the Company’s expense, to resolve any foreign law
issues that may arise as a result of the Company or any other party being subject to the laws or
regulations of any foreign jurisdiction.



[Remainder of Page Left Blank]




24









 





          IN WITNESS WHEREOF, Developers Diversified Realty Corporation and Mellon Investor Services LLC
have duly executed this Deposit Agreement as of the day and year first above set forth and all
holders of Receipts outstanding on the date hereof shall become parties hereto and all holders of
Receipts issued after the date hereof shall become parties hereto by and upon acceptance by them of
delivery of Receipts issued in accordance with the terms hereof.



	 	 	 	 	 
	 	DEVELOPERS DIVERSIFIED REALTY CORPORATION

 	 
	 	 	 	 
	 	By:  	/s/ Joan U. Allgood
 	 
	 	 	 	 



	 	 	 	 	 
	 	MELLON INVESTOR SERVICES LLC,

as Depositary Agent

 	 
	 	 	 	 
	 	By:  	/s/ Peter Sablich
 	 
	 	 	Peter Sablich, Vice President 	 
	 	 	 	 
	 




 











 






Exhibit A



SPECIMEN




Form of Temporary Certificate – Exchangeable for Definitive Engraved Certificates – When Ready
for Delivery.




	 	 	 
	DR

	 	RECEIPT FOR DEPOSITARY SHARES,

EACH REPRESENTING 1/10 OF A SHARE OF 8% CLASS G

CUMULATIVE REDEEMABLE PREFERRED SHARES






DEVELOPERS DIVERSIFIED REALTY CORPORATION




			
	THIS CERTIFICATE IS TRANSFERABLE IN 

JERSEY CITY, NJ, NEW YORK, NY OR PITTSBURGH, PA
	 	CUSIP 251591 83 0
	 
	 	SEE REVERSE FOR CERTAIN DEFINITIONS
	 	 	 
	INCORPORATED UNDER THE LAWS OF 

THE STATE OF OHIO	 	 





Mellon Investor Services LLC, as Depositary (the “Depositary”), hereby certifies that




			
	is the registered owner of
	 	DEPOSITARY SHARES





(“Depositary Shares”), each Depositary Share representing 1/10 of one share of 8% Class G
Cumulative Redeemable Preferred Shares, without par value (the “Shares”) ($25.00 Liquidation
Preference per Depositary Share), of Developers Diversified Realty Corporation, a corporation duly
organized and existing under the laws of the State of Ohio (the “Company”), on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit Agreement dated as of
October 26, 2009 (the “Deposit Agreement”), among the Company, the Depositary and the holders from
time to time of Receipts for Depositary Shares. By accepting this Receipt, the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the Deposit Agreement.
This Receipt shall not be valid or obligatory for any purpose or entitled to any benefits under
the Deposit Agreement unless it shall have been executed by the Depositary by the manual or
facsimile signature of a duly authorized officer or, if a Registrar in respect of the Receipt
(other than the Depositary) shall have been appointed, by the manual signature of a duly authorized
officer of such Registrar.




	 	 	 	 	 
	Dated:
 	 	 
	 
	 	MELLON INVESTOR SERVICES LLC, DEPOSITARY

 	 
	 	By:  	 	 
	 	 	 	Authorized Signature 
	 	 	 	 










	 	 	 	 	 




     The Depositary Shares evidenced by this Depositary Receipt are subject to
restrictions on transfer for the purpose of the Corporation’s maintenance of its
status as a Real Estate Investment Trust under the Internal Revenue Code of 1986, as
amended. Subject to certain provisions of the Corporation’s Articles of
Incorporation, no Person may Beneficially Own or Constructively Own Depositary
Shares representing shares of any series of any class of Preferred Shares in excess
of 9.8% of the outstanding Preferred Shares of such series. Any Person who attempts
to Beneficially Own or Constructively Own Depositary Shares representing shares of
any series of any class of Preferred Shares in excess of the above limitations must
immediately notify the Corporation. All capitalized terms in this legend have the
meanings defined in the Corporation’s Articles of Incorporation, a copy of which,
including the restrictions on transfer, will be sent without charge to each
Depositary Receipt holder who so requests. If the restrictions on transfer are
violated, certain of the Preferred Shares represented by the Depositary Shares
evidenced by this Depositary Receipt may be subject to repurchase by the Corporation
on the terms and conditions set forth in the Corporation’s Articles of
Incorporation.



DEVELOPERS DIVERSIFIED REALTY CORPORATION




     DEVELOPERS DIVERSIFIED REALTY CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH
REGISTERED HOLDER OF RECEIPTS WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A
COPY OF THE ARTICLES OF INCORPORATION WITH RESPECT TO THE 8% CLASS G CUMULATIVE
REDEEMABLE PREFERRED SHARES OF DEVELOPERS DIVERSIFIED REALTY CORPORATION. ANY SUCH
REQUEST IS TO BE ADDRESSED TO THE DEPOSITARY NAMED ON THE FACE OF THIS RECEIPT.



      





     The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full according to
applicable laws or regulations:



	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TEN COM	 	–	 	as tenants in common	 	UNIF GIFT MIN ACT	 	Custodian
	 

	 	TEN ENT
	 	–
	 	as tenants by the entities
	 	 	 	(Cust)                    (Minor)
	 	 	JT TEN	 	–	 	as joint tenants with right	 	 	 	under Uniform Gifts to Minors
	 

	 	 	 	 	 	of survivorship and not as
	 	 	 	Act	 	 
	 

	 	 	 	 	 	 tenants in common
	 	 	 	 	 	(Date)






Additional abbreviations may also be used though not in the above list.




ASSIGNMENT


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




	 	 	 
	PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

	 	 
	 	 	 	 






      




      




                                                                    
                                                                             
     Depositary Shares represented by the within Receipt, and do hereby irrevocably constitute and appoint



                                                                                                                                                       
                                       Attorney
to transfer the said Depositary Shares on the books of the within names Depositary
with full power of substitution in the premises.



	 	 	 	 	 	 	 	 	 
	Dated:

	 	 

	 	 	 	Signature(s):
	 	 

	 
	 

	 	 	 	 	 	 	 	 

	 

	 	 	 	 	 	 	 	NOTICE THE SIGNATURE TO THIS
ASSIGNMENT MUST CORRESPOND WITH THE
NAME(S) AS WRITTEN UPON THE FACE OF
THE CERTIFICATE IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Signature(s) Guaranteed:	 	 

	 

	 	 	 	 	 	 	 	THE SIGNATURE(S) MUST BE GUARANTEED
BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND
LOAN ASSOCIATIONS AND CREDIT UNIONS)
WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE
17Ad-15.