<PAGE>

                                                                    EXHIBIT 4.11

                         PACIFICARE HEALTH SYSTEMS, INC.

                                       and

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

                                  AS DEPOSITARY

                                       and

                         HOLDERS OF DEPOSITARY RECEIPTS

                     =======================================

                                DEPOSIT AGREEMENT

                     =======================================

                                   DATED AS OF

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

<PAGE>
                                TABLE OF CONTENTS

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                                                                                                                   PAGE
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ARTICLE I   DEFINITIONS........................................................................................     1

ARTICLE II  FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND
            REDEMPTION AND REPURCHASE OF RECEIPTS..............................................................     2

      Section 2.1.   Form and Transfer of Receipts.............................................................     2

      Section 2.2.   Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof...................     4

      Section 2.3.   Redemption and Repurchase of Stock........................................................     4

      Section 2.4.   Register of Transfer of Receipts..........................................................     6

      Section 2.5.   Combination and Split-ups of Receipts.....................................................     6

      Section 2.6.   Surrender of Receipts and Withdrawal of Stock.............................................     7

      Section 2.7.   Limitations on Execution and Delivery, Transfer, Split-up, Combination and
                     Surrender of Receipts and Withdrawal or Deposit of Stock..................................     7

      Section 2.8.   Lost Receipts, etc........................................................................     8

      Section 2.9.   Cancellation and Destruction of Surrendered Receipts......................................     8

      Section 2.10.  Conversion................................................................................     8

ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY.........................................    10

      Section 3.1.   Filing Proofs, Certificates and Other Information.........................................    10

      Section 3.2.   Payment of Taxes or Other Governmental Charges............................................    10

      Section 3.3.   Withholding...............................................................................    10

      Section 3.4.   Representations and Warranties as to Stock................................................    11

ARTICLE IV  THE STOCK, NOTICES.................................................................................    11

      Section 4.1.   Cash Distributions........................................................................    11

      Section 4.2.   Distributions Other Than Cash.............................................................    11

      Section 4.3.   Subscription Rights, Preferences or Privileges............................................    12

      Section 4.4.   Notice of Dividends, Fixing of Record Date for Holders of Receipts........................    12

      Section 4.5.   Voting Rights.............................................................................    13

      Section 4.6.   Changes Affecting Stock and Reclassifications, Recapitalizations, etc.....................    13

      Section 4.7.   Reports...................................................................................    13
</TABLE>

                                       i.

<PAGE>

                                TABLE OF CONTENTS
                                   (CONTINUED)

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                                                                                                                  PAGE
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      Section 4.8.   Lists of Receipt Holders..................................................................    13

ARTICLE V   THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY.............................    14

      Section 5.1.   Maintenance of Offices, Agencies, Transfer Books by the Depositary; the Registrar.........    14

      Section 5.2.   Prevention or Delay in Performance by the Depositary, the Depositary's
                     Agents, the Registrar or the Company......................................................    14

      Section 5.3.   Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company.....    15

      Section 5.4.   Resignation and Removal of the Depositary, Appointment of Successor Depositary............    16

      Section 5.5.   Corporate Notices and Reports.............................................................    17

      Section 5.6.   Deposit of Stock by the Company...........................................................    17

      Section 5.7.   Indemnification by the Company............................................................    17

      Section 5.8.   Fees, Charges and Expenses................................................................    17

ARTICLE VI  AMENDMENT AND TERMINATION..........................................................................    18

      Section 6.1.   Amendment.................................................................................    18

      Section 6.2.   Termination...............................................................................    18

ARTICLE VII MISCELLANEOUS......................................................................................    18

      Section 7.1.   Counterparts..............................................................................    18

      Section 7.2.   Exclusive Benefits of Parties.............................................................    19

      Section 7.3.   Invalidity of Provisions..................................................................    19

      Section 7.4.   Notices...................................................................................    19

      Section 7.5.   Depositary's Agents.......................................................................    20

      Section 7.6.   Holders of Receipts Are Parties...........................................................    20

      Section 7.7.   Governing Law.............................................................................    20

      Section 7.8.   Headings..................................................................................    20
</TABLE>

                                      ii.

<PAGE>

                                DEPOSIT AGREEMENT

         DEPOSIT AGREEMENT, dated as of _______________ among PACIFICARE HEALTH
SYSTEMS, INC., a Delaware corporation, __________________, a __________________
existing under the laws of the State of __________________, as Depositary, and
all holders from time to time of Receipts issued hereunder.

                              W I T N E S S E T H:

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

         WHEREAS, the Receipts are to be substantially in the form annexed as
Exhibit A to this Deposit Agreement, with appropriate insertions, modifications
and omissions to reflect the terms of any Certificate of Designation and
otherwise, as hereinafter provided in this Deposit Agreement.

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

                                    ARTICLE I

                                   DEFINITIONS

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

         "CERTIFICATE OF DESIGNATION" shall mean the Certificate of Designation
establishing and setting forth the rights, preferences, privileges, limitations
and restrictions of the Stock, as filed with the Secretary of State of the State
of Delaware.

         "CERTIFICATE OF INCORPORATION" shall mean the Amended and Restated
Certificate of Incorporation, as amended or as amended and restated from time to
time, of the Company.

         "COMPANY" shall mean PacifiCare Health Systems, Inc., a Delaware
corporation, and its successors.

         "CORPORATE OFFICE" shall mean the office of the Depositary in
_________, at which at any particular time its business in respect of matters
governed by this Deposit Agreement shall be administered, which at the date of
this Deposit Agreement is located at ____________.

                                       1.
<PAGE>

         "DEPOSIT AGREEMENT" shall mean this agreement, as the same may be
amended, modified or supplemented from time to time to reflect the terms of any
Certificate of Designation or otherwise in accordance with the provisions
hereof.

         "DEPOSITARY" shall mean ______________, as Depositary hereunder, and
any successor as Depositary hereunder.

         "DEPOSITARY SHARE" shall mean the rights evidenced by the Receipts
executed and delivered hereunder, including the interests in Stock granted to
holders of Receipts pursuant to the terms and conditions of the Deposit
Agreement. Each Depositary Share shall represent an interest in ____ of one
share of Stock deposited with the Depositary hereunder and the same
proportionate interest in any and all other property received by the Depositary
in respect of such share of Stock and held under this Deposit Agreement. Subject
to the terms of this Deposit Agreement, each record holder of a Receipt
evidencing a Depositary Share or Shares is entitled, proportionately, to all the
rights, preferences and privileges, and subject to all the qualifications and
restrictions, of the Stock represented by such Depositary Share or Shares,
including any dividend, voting, conversion, redemption, liquidation and sinking
fund rights contained in the Certificate of Designation, and to the benefits of
all obligations and duties of the Company in respect of the Stock under the
Certificate of Designation and the Certificate of Incorporation.

         "DEPOSITARY'S AGENT" shall mean an agent appointed by the Depositary as
provided, and for the purposes specified, in Section 7.5.

         "RECEIPT" shall mean a Depositary Receipt executed and delivered
hereunder, in substantially the form of Exhibit A hereto, evidencing a
Depositary Share or Shares, as the same may be amended from time to time to
reflect the terms of any Certificate of Designation or otherwise in accordance
with the provisions hereof.

         "RECORD HOLDER" or "HOLDER" as applied to a Receipt shall mean the
person in whose name a Receipt is registered on the books maintained by or on
behalf of the Depositary for such purpose.

         "REGISTRAR" shall mean any company appointed to register ownership and
transfers of Receipts as herein provided.

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

         "STOCK" shall mean shares of the Company's ______________ Preferred
Stock, Series ______________, par value $0.01 per share.

                                   ARTICLE II

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

         SECTION 2.1. FORM AND TRANSFER OF RECEIPTS. Receipts shall be engraved
or printed or lithographed unless they are evidenced by a global receipt held by
a depositary for a clearing system and shall be substantially in the form set
forth in Exhibit A annexed to this Deposit

                                       2.
<PAGE>

Agreement, with appropriate insertions, modifications and omissions to reflect
the terms of any Certificate of Designation or otherwise, as hereinafter
provided. Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; provided, however, that such
signature may be a facsimile if a Registrar (other than the Depositary) shall
have countersigned the Receipts by manual signature of a duly authorized officer
of the Registrar. Pending the preparation of definitive Receipts, the
Depositary, upon the written order of the Company delivered in accordance with
Section 2.2, shall execute and deliver temporary Receipts which shall be
printed, lithographed, typewritten, or otherwise reproduced substantially of the
tenor of the definitive Receipts in lieu of which they are issued and with
appropriate insertions, modifications, omissions, substitutions and other
variations as the persons executing such Receipts may determine are necessary
for such temporary Receipts, as evidenced by their execution of such temporary
Receipts. If temporary Receipts are issued, the Company and the Depositary will
cause definitive Receipts to be prepared without unreasonable delay; provided
that if such temporary Receipts are global Receipts held by a depositary for a
clearing system, definitive Receipts need not be prepared until the Receipts
cease to be so held. 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 office as the
Depositary may designate, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary shall execute
and deliver in exchange therefor definitive Receipts representing the same
number of Depositary Shares as represented by the surrendered temporary Receipt
or 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 Stock, as definitive Receipts.

         No Receipt shall be entitled to any benefits under this Deposit
Agreement or be valid or obligatory for any purpose unless it shall have been
executed as provided in the preceding paragraph. The Depositary shall record on
its books each Receipt executed as provided above and delivered as hereinafter
provided. Receipts bearing the facsimile signature of anyone who was at any time
a duly authorized officer of the Depositary shall bind the Depositary,
notwithstanding that such officer has ceased to hold such office prior to the
delivery of such Receipts.

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

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

         Title to any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer shall be transferable by delivery with the same effect as
in the case of investment securities in general;

                                       3.
<PAGE>

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

         SECTION 2.2. DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN
RESPECT THEREOF. Subject to the terms and conditions of this Deposit Agreement,
the Company or any holder of Stock may deposit such Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a properly executed instrument of transfer in form satisfactory
to the Depositary, together with (i) all such certifications as may be required
by the Depositary in accordance with the provisions of this Deposit Agreement
and (ii) a written order of the Company or such holder, as the case may be,
directing the Depositary to execute and deliver to or upon the written order of
the person or persons stated in such order a Receipt or Receipts for the number
of Depositary Shares representing such deposited Stock.

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

         Upon receipt by the Depositary of a certificate or certificates for
Stock to be deposited hereunder, together with the other documents specified
above, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section 2.2, a Receipt or Receipts for the number of
whole Depositary Shares representing the Stock so deposited and registered in
such name or names as may be requested by such person or persons. The Depositary
shall execute and deliver such Receipt or Receipts at the Corporate Office,
except that, at the request, risk and expense of any person requesting such
delivery and for such person's account or, upon the order of such person, any
other person's account, such delivery may be made at such other place as may be
designated by such person. In each case, delivery will be made only upon payment
to the Depositary of all taxes and other governmental charges and any fees
payable in connection with such deposit and the transfer of the deposited Stock.

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

         SECTION 2.3. REDEMPTION AND REPURCHASE OF STOCK. Whenever the Company
shall redeem shares of Stock in accordance with a Certificate of Designation, it
shall (unless otherwise agreed in writing with the Depositary) give the
Depositary in its capacity as Depositary not less than 3 business days' prior
notice of the proposed date of the mailing of a notice of redemption of Stock
and the simultaneous redemption of the Depositary Shares representing the Stock
to be redeemed and of the number of such shares of Stock held by the Depositary
to be redeemed.

                                       4.
<PAGE>

Unless the Certificate of Designation for a specific series of Stock provides
for a different notice period with respect to that Stock in the event of its
redemption, the Depositary shall, as directed by the Company in writing, mail,
first class postage prepaid, notice of the redemption of Stock and the proposed
simultaneous redemption of the Depositary Shares representing the Stock to be
redeemed not less than 30 and not more than 60 days prior to the date fixed for
redemption of such Stock and Depositary Shares, to the record holders 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 or any
Depositary's Agent or Registrar. Notwithstanding the foregoing, neither failure
to mail or publish any such notice to one or more such holders nor any defect in
any notice shall affect the sufficiency of the proceedings for redemption. The
Company shall provide the Depositary with such notice, and each such notice
shall state the method for determining the amount payable per Depositary Share,
the redemption date, and the number of Depositary Shares to be redeemed, and
such notice shall call upon each holder of Depositary Shares to surrender, on
the redemption date and at the place or places designated by the Company, the
Receipts evidencing Depositary Shares to be redeemed. On the date of any such
redemption the Depositary shall surrender the certificate or certificates held
by the Depositary evidencing the number of shares of Stock to be redeemed in the
manner specified in the notice of redemption of Stock provided by the Company
pursuant to the applicable Certificate of Designation. The Depositary shall,
thereafter, redeem the number of Depositary Shares representing such redeemed
Stock upon the surrender of Receipts evidencing such Depositary Shares in the
manner provided in the notice sent to record holders of Receipts.

         Notice having been mailed by the Depositary as aforesaid, from and
after the redemption date (unless the Company shall have failed to redeem the
shares of Stock to be redeemed by it upon the surrender of the certificate or
certificates therefor by the Depositary as described in the preceding
paragraph), the Depositary Shares called for redemption 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, securities or
other property payable upon redemption upon surrender of such Receipts) shall,
to the extent of such Depositary Shares, cease and terminate. The foregoing
shall be subject further to the terms and conditions of the applicable
Certificate of Designation.

         If fewer than all the Depositary Shares are to be redeemed, the
Depositary Shares to be redeemed will be selected by lot or proportionately, as
may be determined by the Depositary. 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, cash,
securities or other property payable upon redemption in respect of the
Depositary Shares called for redemption and a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption.

         The Depositary shall not be required to transfer or exchange for
another Receipt any Receipt evidencing Depositary Shares called or being called
for redemption, in whole or in part except as provided in the immediately
preceding paragraph of this Section 2.3.

         Whenever the Company shall be required to make an offer to repurchase
Depositary Shares representing Stock in accordance with a Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as

                                       5.
<PAGE>

Depositary not less than 3 business days' prior notice of the required date of
the mailing of a notice of the repurchase offer. The Depositary shall, as
directed by the Company in writing, mail, first class postage prepaid, notice of
the relevant terms of the repurchase offer, as provided by the Company, to the
record holders of the Receipts at the addresses of such holders as the same
appear on the records of the Depositary or any Depositary's Agent or Registrar,
including: (i) that such notice is being given pursuant to a repurchase offer,
(ii) the number of Depositary Shares and Stock for which the offer is being
made, (iii) the method for determining the amount payable per Depositary Share,
(iv) the last date, which, unless the Certificate of Designation for a specific
series of Stock provides for a different period with respect to that Stock in
the event that the Company is required to make an offer to repurchase it, shall
not be less than 30 nor more than 60 days after the date of such notice, by
which a holder must elect to accept the repurchase offer, (v) the procedures
that such holder must follow to exercise its rights, and (vi) the procedures for
withdrawing an election.

         The Depositary shall, thereafter, receive from each holder electing to
have Depositary Shares repurchased pursuant to the repurchase offer in
accordance with the instructions in the notice, the holder's Receipts, with an
appropriate form duly completed prior to the repurchase date. Holders will be
entitled to withdraw an election by a written notice of withdrawal delivered to
the Depositary prior to the close of business on the repurchase date. The notice
of withdrawal shall state the number of Depositary Shares and the Receipt
numbers to which the notice of withdrawal relates and the number of Depositary
Shares and Receipt numbers, if any, which remain subject to election. In case
the aggregate number of Depositary Shares offered for repurchase by the holders
exceeds the amount of Depositary Shares which the Company has offered to
repurchase pursuant to the repurchase offer, the Depositary Shares to be
repurchased shall be selected by the Depositary by lot or proportionately, as
may be determined by the Depositary. The Depositary shall, at the direction of
the Company, cause payment to be mailed or delivered to each tendering holder as
promptly as reasonably practicable after the repurchase date, in the amount of
the repurchase price for the Depositary Shares tendered, and any unpurchased
Depositary Shares to be returned to the holder thereof. The foregoing is subject
further to the terms and conditions of the applicable Certificate of
Designation.

         SECTION 2.4. REGISTER OF TRANSFER OF RECEIPTS. Subject to the terms and
conditions of this Deposit Agreement, the Depositary shall register on its books
from time to time transfers of Receipts upon any surrender thereof at the
Corporate Office, or such other office as the Depositary may designate for such
purpose, by the record holder in person or by a duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer,
together with evidence of the payment of any transfer taxes as may be required
by law. Upon such surrender, the Depositary shall execute a new Receipt or
Receipts and deliver the same to or upon the order of the person entitled
thereto evidencing the same aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.

         SECTION 2.5. COMBINATION AND SPLIT-UPS OF RECEIPTS. Upon surrender of a
Receipt or Receipts at the Corporate Office, or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination
of Receipts, subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the authorized
denominations requested evidencing the same aggregate number of Depositary

                                       6.
<PAGE>

Shares evidenced by the Receipt or Receipts surrendered; provided, however, that
the Depositary shall not issue any Receipt evidencing a fractional Depositary
Share.

         SECTION 2.6. SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK. Any holder
of a Receipt, including the Company, shall have the right, upon payment of any
amount due to the Depositary with respect to the Receipt, to withdraw any or all
of the Stock (but only in whole shares of Stock) represented by the Depositary
Shares and all money and other property, if any, represented by such Depositary
Shares by surrendering the Receipt or Receipts evidencing such Depositary Shares
at the Corporate Office, or at such other office as the Depositary may designate
for such withdrawals (and cancellation of the surrendered Receipts as provided
in Section 2.9). After such surrender, without unreasonable delay, the
Depositary shall deliver to the holder the whole number of shares of Stock and
all such money and other property, if any, represented by the Depositary Shares
evidenced by the Receipt or Receipts so surrendered for withdrawal. If the
Receipt or Receipts delivered by the holder to the Depositary in connection with
such withdrawal shall evidence a number of Depositary Shares in excess of the
number of whole Depositary Shares representing the whole number of shares of
Stock to be withdrawn, the Depositary shall at the same time, in addition to
such whole number of shares of Stock and such money and other property, if any,
to be withdrawn, deliver to the holder, or (subject to Section 2.4) upon its
order, a new Receipt or Receipts evidencing such excess number of whole
Depositary Shares.

         Delivery of the Stock and such money and other property being withdrawn
may be made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of
transfer.

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

         For purposes of determining the number of Depositary Shares outstanding
on any dividend payment date, the Receipts representing Depositary Shares
acquired by the Company on or prior to such dividend payment date and not
theretofore delivered to the Depositary for withdrawal and cancellation shall be
deemed to be outstanding.

         SECTION 2.7. LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SPLIT-UP,
COMBINATION AND SURRENDER OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF STOCK. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination, or surrender of any Receipt, the delivery of any
distribution thereon or withdrawal or deposit of Stock, or the exercise of any
conversion right referred to in Section 2.10, the Depositary, any of the
Depositary's Agents, the Registrar or the Company may require any or all of the
following: (i) payment to it of a sum sufficient for the payment (or, in the
event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any tax or other governmental charge or fee with respect
thereto (including any such tax or charge or fee with respect to the Stock being
deposited or the Stock being withdrawn or with respect to property of

                                       7.
<PAGE>

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

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

         SECTION 2.8. LOST RECEIPTS, ETC. In case any Receipt shall be mutilated
or destroyed or lost or stolen, the Depositary shall execute and deliver a
Receipt of like form and tenor in exchange and substitution for such mutilated
Receipt or in lieu of and in substitution for such destroyed, lost or stolen
Receipt unless the Depositary has notice that such Receipt has been acquired by
a bona fide purchaser; provided, however, that the holder thereof provides the
Depositary with (i) evidence satisfactory to the Depositary of such destruction,
loss or theft of such Receipt, of the authenticity thereof and of his ownership
thereof, (ii) reasonable indemnification satisfactory to the Depositary or the
payment of any charges incurred by the Depositary in obtaining insurance in lieu
of such indemnification and (iii) payment of any expense (including fees,
charges and expenses of the Depositary) in connection with such execution and
delivery.

         SECTION 2.9. CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so canceled.

         SECTION 2.10. CONVERSION. In the event that the Stock, in accordance
with its Certificate of Designation, is convertible into the Company's common
stock or other securities, subject to the terms and conditions of this Deposit
Agreement, a holder of a Receipt or Receipts may surrender such Receipt or
Receipts at the Corporate Office or at such other office or to a Depositary's
Agent that the Depositary may designate for such purpose, together with a notice
of conversion duly completed and executed, thereby directing the Depositary or
such Depositary's Agent to instruct the Company to cause the conversion of the
number of shares of Stock specified in such notice of conversion into shares of
the Company's common stock or other securities at the rate specified in the
applicable Certificate of Designation, and an assignment of such Receipt or
Receipts to the Company or in blank, duly completed and executed, along with any
other documents or instruments and any amounts required by the applicable
Certificate of Designation.

                                       8.
<PAGE>

         Upon receipt by the Depositary or a Depositary's Agent of a Receipt or
Receipts, together with a notice of conversion, duly completed and executed,
directing the Depositary or such Depositary's Agent to instruct the Company to
cause the conversion of a specified number of shares of Stock at the rate
specified in the applicable Certificate of Designation, and an assignment of
such Receipt or Receipts to the Company or in blank, duly completed and
executed, along with any other documents or instruments or amounts referred to
in the preceding paragraph, the Depositary or such Depositary's Agent shall
instruct the Company, subject to any adjustment provided for in the applicable
Certificate of Designation, (i) to cause the conversion at the rate specified in
the applicable Certificate of Designation of the number of shares of Stock
represented by the Depositary Shares evidenced by the Receipt or Receipts so
surrendered for conversion as specified in the written notice to the Depositary
or such Depositary's Agent and (ii) to cause the delivery to the holder of such
Receipt or Receipts of (a) a certificate or certificates evidencing the number
of whole shares of the Company's common stock or other securities into which
such Stock has been converted, and (b) the amount of cash or other property, if
any, to which such holder is entitled in lieu of fractional shares of, or
fractional interests in, the Company's common stock or other securities
otherwise deliverable by the Company upon such conversion, calculated in
accordance with the applicable Certificate of Designation. The Company shall as
promptly as practicable after receipt thereof cause the delivery of the
certificate or certificates and cash or other property, if any, referred to in
clauses (a) and (b) above, and such conversion shall be deemed to have been
effected immediately prior to the close of business on the date of such receipt
and shall occur at the rate specified in the Certificate of Designation in
effect at such time and on such date. Upon such conversion, the Depositary or
such Depositary's Agent (i) shall deliver to the holder a Receipt evidencing the
number of Depositary Shares evidenced by the surrendered Receipt or Receipts in
excess of the number of Depositary Shares evidenced by such Receipt or Receipts
that have been so converted, (ii) shall cancel the Receipts surrendered for
conversion and (iii) shall deliver to the Company for cancellation the number of
shares of Stock evidenced by the Receipts so surrendered and so converted. Upon
the delivery of the shares of Stock to be cancelled due to such conversion by
the Depositary or such Depositary's Agent to the Company, the Company shall
deliver to the Depositary or such Depositary's Agent, as applicable, a
certificate or certificates evidencing the number of shares of Stock, if any,
that equals the excess of the number of shares evidenced by the surrendered
certificate over the number of shares evidenced by that certificate that have
been so converted. Depositary Shares converted in connection with conversion of
the Stock represented thereby shall only be converted in whole, and not in part.

         Upon the conversion of any Stock for which a notice of conversion has
been provided to the Depositary or a Depositary's Agent by the holder of the
Receipt or Receipts representing such Stock, the Depositary Shares evidenced by
such Receipt or Receipts shall be deemed no longer outstanding, all rights of
the holder of the Receipt or Receipts evidencing such Depositary Shares (except
the right to receive (i) the Company's common stock or other securities to which
such holder is entitled upon conversion in accordance with the applicable
Certificate of Designation, (ii) any cash or other property payable in
accordance with the applicable Certificate of Designation with respect to any
fractional shares or other fractional interests in the Company's common stock or
other securities otherwise deliverable by the Company upon conversion, (iii) any
Receipts evidencing Depositary Shares representing Stock which was not so
converted and (iv) any other securities, property or cash to which such holder
is entitled under this Deposit

                                       9.
<PAGE>

Agreement) shall cease and terminate, and the Receipt or Receipts evidencing
such Depositary Shares shall be cancelled.

         No fractional shares or other fractional interests in the Company's
common stock or other securities shall be deliverable by the Company upon
conversion of the Stock represented by the Depositary Shares.

                                  ARTICLE III

           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

         SECTION 3.1. FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any
person presenting Stock for deposit or any holder of a Receipt may be required
from time to time to file such proof of residence or other information, to
execute such certificates and to make such representations and warranties as the
Depositary or the Company may reasonably deem necessary or proper. The
Depositary or the Company may withhold or delay the delivery of any Receipt, the
registration of transfer or redemption of any Receipt, the withdrawal of the
Stock represented by the Depositary Shares evidenced by any Receipt, the
distribution of any dividend or other distribution or the exercise of any
conversion right referred to in Section 2.10, or refuse to accept Receipts that
are delivered for surrender, until such proof or other information is filed,
such certificates are executed or such representations and warranties are made.

         SECTION 3.2. PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax
or other governmental charge or fee shall become payable by or on behalf of the
Depositary with respect to (i) any Receipt, (ii) the Depositary Shares evidenced
by such Receipt, (iii) the Stock (or fractional interest therein) or other
property represented by such Depositary Shares, or (iv) any transaction referred
to in Section 4.6, such tax (including transfer, issuance or acquisition taxes,
if any) or governmental charge or fee shall be payable by the holder of such
Receipt, who shall pay the amount thereof to the Depositary. Until such payment
is made, registration or transfer of any Receipt or any split-up or combination
thereof or any withdrawal of the Stock or money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt or Receipts
delivered for surrender or the exercise of any conversion right referred to in
Section 2.10 may be refused, any dividend or other distribution may be withheld
and any part or all of the Stock or other property represented by the Depositary
Shares evidenced by such Receipt may be sold for the account of the holder
thereof (after attempting by reasonable means to notify such holder prior to
such sale). Any dividend or other distribution so withheld and the proceeds of
any such sale may be applied to any payment of such tax or other governmental
charge or fee, the holder of such Receipt remaining liable for any deficiency.

         SECTION 3.3. WITHHOLDING. The Depositary shall act as the tax
withholding agent for any payments, distributions made with respect to the
Depositary Shares and Receipts, and the Stock. The Depositary shall be
responsible with respect to the Depositary Shares, Receipts and Stock for the
timely (i) collection and deposit of any required withholding or backup
withholding tax, and (ii) filing of any information returns or other documents
with federal (and other applicable) taxing authorities.

                                      10.
<PAGE>

         SECTION 3.4. REPRESENTATIONS AND WARRANTIES AS TO STOCK. In the case of
the initial deposit of the Stock, the Company and, in the case of subsequent
deposits thereof, each person so depositing Stock under this Deposit Agreement
shall be deemed thereby to represent and warrant that such Stock and each
certificate therefor are valid and that the person making such deposit is duly
authorized to do so. Such representations and warranties shall survive the
deposit of the Stock and the issuance of Receipts therefor.

                                   ARTICLE IV

                               THE STOCK, NOTICES

         SECTION 4.1. CASH DISTRIBUTIONS. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Stock (other than cash
dividends or cash distributions paid by the Company in lieu of fractional shares
or other fractional interests in the Company's common stock or other securities
otherwise deliverable by the Company in accordance with the applicable
Certificate of Designation), the Depositary shall, subject to Section 3.2,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.4 such amounts of such sum as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required by law to withhold and does withhold from any
cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly. The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any holder of
Depositary Shares a fraction of one cent and any balance not so distributable
shall be held by the Depositary (without liability for interest thereon) and
shall be added to and be treated as part of the next sum received by the
Depositary for distribution to record holders of Receipts then outstanding.

         SECTION 4.2. DISTRIBUTIONS OTHER THAN CASH. Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or
privileges upon the Stock, the Depositary shall, subject to Section 3.2,
distribute to record holders of Receipts on the record date fixed pursuant to
Section 4.4 such amounts of the securities or property received by it as are, as
nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Receipts held by such holders, in any manner that the
Depositary and the Company may deem equitable and practicable for accomplishing
such distribution. If, in the opinion of the Company after consultation with the
Depositary, such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any tax withholding or securities
law requirement), the Depositary deems, after consultation with the Company,
such distribution not to be feasible, the Depositary may, with the approval of
the Company which approval shall not be unreasonably withheld, adopt such method
as it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at such place or places and upon
such terms as it may deem proper. The net proceeds of any such sale shall,
subject to Section 3.2, be distributed or made available for distribution, as
the case may be, by the Depositary to record holders of Receipts as provided by
Section 4.1 in the case of a distribution received in cash.

                                      11.
<PAGE>

         SECTION 4.3. SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is registered on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Company shall instruct
(including by the issue to such record holders of warrants representing such
rights, preferences or privileges); provided, however, that (i) if at the time
of issue or offer of any such rights, preferences or privileges the Company
determines and instructs the Depositary that it is not lawful or feasible to
make such rights, preferences or privileges available to some or all holders of
Receipts (by the issue of warrants or otherwise) or (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, in each case, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall be distributed by the Depositary to the
record holders of Receipts entitled thereto as provided by Section 4.1 in the
case of a distribution received in cash.

         If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold such securities, the Company shall promptly file
a registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its reasonable best
efforts and take all steps reasonably 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 registration
statement shall have become effective or unless the offering and sale of such
securities to such holders are exempt from registration under the provisions of
the Securities Act.

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

         SECTION 4.4. NOTICE OF DIVIDENDS, FIXING OF RECORD DATE FOR HOLDERS OF
RECEIPTS. Whenever (i) any cash dividend or other cash distribution shall become
payable, or any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
Stock, or (ii) the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice, or (iii) of any mandatory conversion of, or any election on the part
of the Company to call for the redemption or exchange of, any shares of Stock,
in accordance with the provisions of the applicable Certificate of Designation
or otherwise, the Depositary shall in each such instance fix a record date
(which shall be the same date as the record date fixed by the Company with
respect to the Stock) for the determination of the holders of Receipts (x) who
shall be entitled to receive

                                      12.
<PAGE>

such dividend, distribution, rights, preferences or privileges or the net
proceeds of the sale thereof, or (y) who shall be entitled to give instructions
for the exercise of voting rights at any such meeting or to receive notice of
such meeting or of such conversion, exchange or redemption.

         SECTION 4.5. VOTING RIGHTS. Upon receipt of notice of any meeting at
which the holders of Stock are entitled to vote, the Depositary shall, as soon
as practicable thereafter, mail to the record holders of Receipts a notice,
which shall be provided by the Company and which shall contain (i) such
information as is contained in such notice of meeting, (ii) a statement that the
holders of Receipts at the close of business on a specified record date fixed
pursuant to Section 4.4 will be entitled, subject to any applicable provision of
law, the Certificate of Incorporation or the applicable Certificate of
Designation, to instruct the Depositary as to the exercise of the voting rights
pertaining to the Stock represented by their respective Depositary Shares and
(iii) a brief statement as to the manner in which such instructions may be
given. Upon the written request of a holder of a Receipt on such record date,
the Depositary shall endeavor insofar as practicable to vote or cause to be
voted the Stock represented by the Depositary Shares evidenced by such Receipt
in accordance with the instructions set forth in such request. The Company
hereby agrees to take all reasonable action that may be deemed necessary by the
Depositary in order to enable the Depositary to vote such Stock or cause such
Stock to be voted. In the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting to the extent of the Stock
represented by the Depositary Shares evidenced by such Receipt.

         SECTION 4.6. CHANGES AFFECTING STOCK AND RECLASSIFICATIONS,
RECAPITALIZATIONS, ETC. Upon any split-up, consolidation or any other
reclassification of Stock, or upon any recapitalization, reorganization, merger,
amalgamation or consolidation affecting the Company or to which it is a party or
sale of all or substantially all of the Company's assets, the Depositary shall
treat any shares of Stock or other securities or property (including cash) that
shall be received by the Depositary in exchange for or in conversion of or in
respect of the Stock as new deposited property under this Deposit Agreement, and
Receipts then outstanding shall thenceforth represent the proportionate
interests of holders thereof in the new deposited property so received in
exchange for or in respect of such Stock. In any such case the Depositary may,
in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
property.

         SECTION 4.7. REPORTS. The Company or, at the option of the Company, the
Depositary shall forward to the holders of Receipts any reports and
communications received from the Company that are received by the Depositary as
the holder of Stock.

         SECTION 4.8. LISTS OF RECEIPT HOLDERS. Promptly upon request from time
to time by the Company, the Depositary shall furnish to it a list, as of a
recent date, of the names, addresses and holdings of Depositary Shares of all
persons in whose names Receipts are registered on the books of the Depositary,
any Depositary's Agent or the Registrar. At the expense of the Company, the
Company shall have the right to inspect transfer and registration records of the
Depositary, any Depositary's Agent or the Registrar, take copies thereof and
require the

                                      13.
<PAGE>

Depositary, any Depositary's Agent or the Registrar to supply copies of such
portions of such records as the Company may request.

                                   ARTICLE V

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

         SECTION 5.1. MAINTENANCE OF OFFICES, AGENCIES, TRANSFER BOOKS BY THE
DEPOSITARY; THE REGISTRAR. Upon execution of this Deposit Agreement in
accordance with its terms, the Depositary shall maintain (i) at the Corporate
Office facilities for the execution and delivery, registration, registration of
transfer, surrender, split-up, combination, redemption and conversion of
Receipts and deposit and withdrawal of Stock, and (ii) at the offices of the
Depositary's Agents, if any, facilities for the delivery, registration,
registration of transfer, surrender, split-up, combination, redemption and
conversion of Receipts and deposit and withdrawal of Stock, all in accordance
with the provisions of this Deposit Agreement.

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

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

         SECTION 5.2. PREVENTION OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE
DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY. Neither the Depositary nor
any Depositary's Agent nor the Registrar nor the Company shall incur any
liability to any holder of any Receipt, if by reason of any provision of any
present or future law or regulation thereunder of the United States of America
or of any other governmental authority or of any provision, present or future,
of the Certificate of Incorporation or the applicable Certificate of Designation
or by reason of any act of god or war or other circumstances beyond the control
of the relevant party, the Depositary, any Depositary's Agent, the Registrar or
the Company shall be prevented

                                      14.
<PAGE>

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 (i) 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 (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in this Deposit
Agreement except, in the case of the Depositary, any Depositary's Agent or the
Registrar, if any such exercise or failure to exercise discretion is caused by
its negligence or willful misconduct.

         SECTION 5.3. OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be
subject to no liability under this Deposit Agreement or the Receipts to holders
or other persons, except to perform its obligations as are specifically set
forth and undertaken by it to perform in this Deposit Agreement without
negligence or bad faith. Each of the Depositary, the Depositary's Agents and the
Registrar assumes no obligation and shall be subject to no liability under this
Deposit Agreement or the Receipts to holders or other persons, except to perform
such obligations as are specifically set forth and undertaken by it to perform
in this Deposit Agreement without negligence or willful misconduct.

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

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

         It is intended that neither the Depositary nor any Depositary's Agent
nor the Registrar shall be deemed to be an "issuer" of the Stock, the Depositary
Shares, or the Receipts or other securities issued upon conversion, exchange or
redemption of the Stock under the federal securities laws or applicable state
securities laws, it being expressly understood and agreed that the Depositary
and any Depositary's Agent and the Registrar are acting only in a ministerial
capacity; provided, however, that the Depositary and any Depositary's Agent
agree to comply with all information reporting and withholding requirements
applicable to each of them under law or this Deposit Agreement in their capacity
as such.

         Neither the Depositary (or its officers, directors, employees or
agents) nor any Depositary's Agent nor the Registrar makes any representation or
has any responsibility as to the validity of the registration statement pursuant
to which the Depositary Shares are registered under the Securities Act, the
Stock, the Depositary Shares or any instruments referred to therein or herein,
or as to the correctness of any statement made therein

                                      15.
<PAGE>

or herein; provided, however, that the Depositary is responsible for its
representations in this Deposit Agreement.

         The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of
the Company summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder or
of the Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title or
interest of the record holders of Receipts in and to the Depositary Shares
except that the Depositary hereby represents and warrants as follows: (i) the
Depositary has been duly organized and is validly existing and in good standing
under the laws of the State of ______________, with full power, authority and
legal right under such law to execute, deliver and carry out the terms of this
Deposit Agreement; (ii) this Deposit Agreement has been duly authorized,
executed and delivered by the Depositary; and (iii) this Deposit Agreement
constitutes, and when executed and delivered, each Receipt will constitute, a
valid and binding obligation of the Depositary, enforceable against the
Depositary in accordance with its terms, except as enforcement thereof may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting enforcement of creditors' rights generally and except as enforcement
thereof is subject to general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law). The Depositary
shall not be accountable for the use or application by the Company of its
proceeds from the Depositary Shares or the Receipts.

         SECTION 5.4. RESIGNATION AND REMOVAL OF THE DEPOSITARY, APPOINTMENT OF
SUCCESSOR DEPOSITARY. The Depositary may at any time resign as Depositary
hereunder by written notice to the Company of its election to do so, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

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

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor depositary,
which shall be a bank or trust company, or an affiliate of a bank or trust
company, having its principal office in the United States of America and having
a combined capital and surplus of at least $50,000,000. If a successor
depositary shall not have been appointed in 60 days, the resigning or removed
Depositary may petition a court of competent jurisdiction to appoint a successor
depositary. Every successor depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder, and thereupon such successor depositary, without any
further act or deed, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor and for all purposes shall be the
Depositary under this Deposit Agreement, and such predecessor, upon payment of
all sums due it and on the written request of the Company, shall promptly
execute and deliver an instrument transferring to such successor all rights and
powers of such predecessor hereunder, shall duly assign, transfer and deliver
all rights, title and

                                      16.
<PAGE>

interest in the Stock and any moneys or property held hereunder to such
successor and shall deliver to such successor a list of the record holders of
all outstanding Receipts. Any successor Depositary shall promptly mail notice of
its appointment to the record holders of Receipts.

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

         SECTION 5.5. CORPORATE NOTICES AND REPORTS. The Company agrees that it
will deliver to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Receipts, in each case at the address
recorded in the Depositary's books or the books of any Depositary's Agent or the
Registrar, copies of all notices and reports (including financial statements)
required by law, by the rules of any national securities exchange upon which the
Stock, the Depositary Shares or the Receipts are listed or by the Certificate of
Incorporation or the applicable Certificate of Designation to be furnished by
the Company to holders of Stock. Such transmission will be at the Company's
expense and the Company will provide the Depositary with such number of copies
of such documents as the Depositary may reasonably request. In addition, the
Depositary will transmit to the record holders of Receipts at the Company's
expense such other documents as may be requested by the Company.

         SECTION 5.6. DEPOSIT OF STOCK BY THE COMPANY. The Company agrees with
the Depositary that neither the Company nor any Company controlled by the
Company will at any time deposit any Stock if such Stock is required to be
registered under the provisions of the Securities Act and no registration
statement is at such time in effect as to such Stock.

         SECTION 5.7. INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify the Depositary for, and hold it harmless against, any loss, liability,
claim or expense ("Loss") arising out of or in connection with its duties under
this Deposit Agreement, including the reasonable costs and expenses of defending
itself against Loss, unless such Loss shall have been determined by a court of
competent jurisdiction to be a result of the Depositary's negligence or willful
misconduct.

         SECTION 5.8. FEES, CHARGES AND EXPENSES. No fees, charges and expenses
of the Depositary or any Depositary's Agent hereunder or of any Registrar shall
be payable by any person other than the Company, except for any taxes and other
governmental charges and except as provided in this Deposit Agreement. If, at
the request of a holder of a Receipt, the Depositary incurs fees, charges or
expenses for which it is not otherwise liable hereunder, such holder or other
person will be liable for such fees, charges and expenses. All other fees,
charges and expenses of the Depositary and any Depositary's Agent hereunder and
of any Registrar (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid from time to time upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such fees, charges and
expenses.

                                      17.
<PAGE>

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         SECTION 6.1. AMENDMENT. The form of the Receipts and any provision of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable, including to reflect the terms of any Certificate
of Designation; provided, however, that no such amendment that shall materially
and adversely alter the rights of the holders of Receipts shall be effective as
to outstanding Receipts until the expiration of 90 days after notice of such
amendment shall have been given to the record holders of outstanding Receipts.
Each holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to consent and
agree to such amendment and to be bound by this Deposit Agreement as amended
thereby. In no event shall any amendment impair the right, subject to the
provisions of this Deposit Agreement, 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 Stock or to cause the conversion of such
Stock into the Company's common stock or other securities in accordance with the
applicable Certificate of Designation and to deliver all securities, money and
other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law.

         SECTION 6.2. TERMINATION. This Deposit Agreement may be terminated by
either the Company or the Depositary, upon notice to the other, only if (i) all
of the outstanding Depositary Shares have been redeemed or converted for any
other securities into which the Stock is convertible, or (ii) there has been a
final distribution of the Stock to the holders of Receipts in connection with
the Company's liquidation, dissolution or winding up. The Depositary will mail
notice of such termination to the record holders of all Receipts then
outstanding at least 30 days prior to the date fixed in such notice for such
termination. If any Receipts shall remain outstanding after the date of
termination of this Deposit Agreement, the Depositary thereafter shall
discontinue the transfer of Receipts, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to deliver the Stock and any money and other property
represented by Receipts, without liability for interest thereon, upon surrender
thereof by the holders thereof, and the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for such Stock, money
and other property. Upon the termination of this Deposit Agreement, the Company
shall be discharged from all obligations under this Deposit Agreement except for
its obligations to the Depositary, any Depositary's Agent and any Registrar
under Sections 5.7 and 5.8.

                                  ARTICLE VII

                                  MISCELLANEOUS

         SECTION 7.1. COUNTERPARTS. This Deposit Agreement may be executed by
the Company and the Depositary in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed an original, but
all such counterparts taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Deposit Agreement by telecopier shall be effective as delivery of a manually
executed

                                      18.
<PAGE>

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

         SECTION 7.2. EXCLUSIVE BENEFITS OF PARTIES. This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

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

         SECTION 7.4. NOTICES. Any notices to be given to the Company hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail (first class postage prepaid), by
a nationally recognized overnight courier service, or by telecopier confirmed by
letter, addressed to the Company at 5995 Plaza Drive, Cypress, California 90630,
Attention: General Counsel, or at any other place to which the Company may have
transferred its principal executive office.

         Any notices to be given to the Depositary hereunder or under the
Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail (first class postage), by a nationally
recognized overnight courier service, or by telecopier confirmed by letter,
addressed to the Depositary at the Corporate Office.

         Except as provided in the next paragraph, 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 (first class postage), by a nationally recognized overnight courier service
or by telecopier confirmed by letter, addressed to such record holder at the
address of such record holder as it appears on the books of the Depositary or,
if such holder shall have filed with the Depositary a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.

         In addition, whenever the Certificate of Designation requires any
notice to be published, the Depositary will, if requested by the Company, cause
such notice to be published in the manner directed by the Company.

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

         SECTION 7.5. DEPOSITARY'S AGENTS. The Depositary may, with the approval
of the Company which approval shall not be unreasonably withheld, from time to
time appoint one or

                                      19.
<PAGE>

more Depositary's Agents to act in any respect for the Depositary for the
purposes of this Deposit Agreement and may vary or terminate the appointment of
such Depositary's Agents.

         SECTION 7.6. HOLDERS OF RECEIPTS ARE PARTIES. Notwithstanding that
holders of Receipts have not executed and delivered this Deposit Agreement or
any counterpart thereof, the holders of Receipts from time to time shall be
deemed to be parties to this Deposit Agreement and shall be bound by all of the
terms and conditions, and be entitled to all of the benefits, hereof and of the
Receipts by acceptance of delivery of Receipts.

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

         SECTION 7.8. HEADINGS. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or to have any bearing upon the meaning or interpretation
of any provision contained herein or in the Receipts.

                                      20.
<PAGE>

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

                                     PACIFICARE HEALTH SYSTEMS, INC.

                                     By:________________________________________
                                                  Authorized Officer

                                     ____________________________, AS DEPOSITARY

                                     By:________________________________________
                                                  Authorized Officer

                      [SIGNATURE PAGE TO DEPOSIT AGREEMENT]

<PAGE>

Exhibit A to Deposit Agreement

                          [FORM OF DEPOSITARY RECEIPT]

         [Unless this certificate is presented by an authorized representative
of The Depository Trust Company, a New York corporation ("DTC"), to the Company
or its agent for registration of transfer, conversion, exchange or payment, and
any certificate issued is registered in the name of Cede & Co. or in such other
name as is requested by an authorized representative of DTC (and any payment is
made to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL in as much as the registered owner
hereof, Cede & Co., has an interest herein.]

                               DEPOSITARY RECEIPT
                                       FOR
                                DEPOSITARY SHARES
                      EACH REPRESENTING _____ OF A SHARE OF
                   _______________ PREFERRED STOCK, SERIES __

                                       OF

                         PACIFICARE HEALTH SYSTEMS, INC.

No.  __  CUSIP:  _______________

         _______________ (the "Depositary") hereby certifies that [Cede & Co.]
_______________ is the registered holder of ____________ Depositary Shares (the
"Depositary Shares"), each Depositary Share representing _____________ of a
share of _____________ Preferred Stock, Series __, $0.01 par value (the
"Stock"), of PacifiCare Health Systems, Inc., a corporation duly organized and
existing under the laws of the State of Delaware (the "Company"), deposited with
the Depositary and the same proportionate interest in any and all other property
received by the Depositary in respect of such shares of Stock and held by the
Depositary under the Deposit Agreement (as defined below). Subject to the terms
of the Deposit Agreement, each owner of a Depositary Share is entitled,
proportionately, to all the rights, preferences and privileges, and subject to
all the limitations and restrictions, of the Stock represented thereby,
including any dividend, voting, conversion, redemption, liquidation and sinking
fund rights contained in the Certificate of Designation establishing the rights,
preferences, privileges, limitations and restrictions of the Stock (the
"Certificate of Designation"), copies of which are on file at the office of the
Depositary in [the City of New York, Borough of Manhattan] ___________________
at which at any particular time its business in respect of matters governed by
the Deposit Agreement shall be administered, which at the time of the execution
of the Deposit Agreement is located at ______________ (the "Corporate Office").

         This Depositary Receipt ("Receipt") shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose
unless this Receipt shall have been executed manually or, if a Registrar for the
Receipts (other than the Depositary) shall have been

                                      A-1.
<PAGE>

appointed, by facsimile by the Depositary by the signature of a duly authorized
officer and, if executed by facsimile signature of the Depositary, shall have
been countersigned manually by such Registrar by the signature of a duly
authorized officer.

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

         The Company will furnish to any holder of this Receipt without charge,
upon request addressed to its executive office, a full statement of the
designation, relative rights, preferences, privileges, limitations and
restrictions of the shares of each authorized class, and of each class of
preferred stock authorized to be issued, so far as the same may have been fixed,
and a statement of the authority of the board of directors of the Company to
designate and fix the relative rights, preferences, privileges, limitations and
restrictions of other classes.

         This Receipt is continued on the reverse hereof and the additional
provisions therein set forth for all purposes have the same effect as if set
forth at this place.

Dated:_________________________

_______________________________,
as Depositary and Registrar

By:____________________________
      Authorized Officer

Further Conditions and Agreements Forming Part of this Receipt Appear on the
Reverse Side.

                                      A-2.
<PAGE>

                         [REVERSE OF DEPOSITARY RECEIPT]

         1.       THE DEPOSIT AGREEMENT. Receipts, of which this Receipt is one,
are made available upon the terms and conditions set forth in the Deposit
Agreement, dated as of ____________ (the "Deposit Agreement"), among the
Company, the Depositary and all holders from time to time of Receipts. The
Deposit Agreement (copies of which are on file at the Corporate Office and at
the office of any agent of the Depositary) sets forth the rights of holders of
Receipts and the rights and duties of the Depositary. The statements made on the
face and the reverse of this Receipt are summaries of certain provisions of the
Deposit Agreement and are subject to the detailed provisions thereof, to which
reference is hereby made. In the event of any conflict between the provisions of
this Receipt and the provisions of the Deposit Agreement, the provisions of the
Deposit Agreement will govern.

         2.       DEFINITIONS. Unless otherwise expressly herein provided, all
defined terms used herein shall have the meanings ascribed thereto in the
Deposit Agreement.

         3.       REDEMPTION BY THE COMPANY; REPURCHASE BY THE COMPANY. Whenever
the Company shall redeem shares of Stock in accordance with a Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as Depositary not less than 3 business days'
prior notice of the proposed date of the mailing of a notice of redemption of
Stock and the simultaneous redemption of the Depositary Shares representing the
Stock to be redeemed and of the number of such shares of Stock held by the
Depositary to be redeemed. Unless the Certificate of Designation for a specific
series of Stock provides for a different notice period with respect to that
Stock in the event of its redemption, the Depositary shall, as directed by the
Company in writing, mail, first class postage prepaid, notice of the redemption
not less than 30 and not more than 60 days prior to the date fixed for
redemption of such Stock and Depositary Shares, to the record holders 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 or any
Depositary's Agent or Registrar. Notwithstanding the foregoing, neither failure
to mail or publish any such notice to one or more such holders nor any defect in
any notice shall affect the sufficiency of the proceedings for redemption. On
the date of any such redemption, the Depositary shall surrender the certificate
or certificates held by the Depositary evidencing the number of shares of Stock
to be redeemed in the manner specified in the notice of redemption. The
Depositary shall, thereafter, redeem the number of Depositary Shares
representing such redeemed Stock upon the surrender of Receipts evidencing such
Depositary Shares in the manner provided in the notice sent to record holders of
Receipts. Notice having been mailed as aforesaid, from and after the redemption
date (unless the Company shall have failed to redeem the shares of Stock to be
redeemed by it upon the surrender of the certificate or certificates therefor by
the Depositary as described above), 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, securities or other property payable upon redemption upon surrender of
such Receipts) shall, to the extent of such Depositary Shares, cease and
terminate. The foregoing shall be subject further to the terms and conditions of
the applicable Certificate of Designation.

         Whenever the Company shall be required to make an offer to repurchase
Depositary Shares in accordance with a Certificate of Designation, it shall
(unless otherwise agreed in

                                      A-3.
<PAGE>

writing with the Depositary) give the Depositary in its capacity as Depositary
not less than 3 business days' prior notice of the required date of the mailing
of a notice of the repurchase offer. The Depositary shall, as directed by the
Company in writing, mail, first class postage prepaid, notice of the relevant
terms of the repurchase offer, as provided by the Company, to the record holders
of the Receipts at the addresses of such holders as the same appear on the
records of the Depositary or any Depositary's Agent or Registrar. The Depositary
shall, thereafter, receive from each holder electing to have Depositary Shares
repurchased pursuant to the repurchase offer in accordance with the instructions
in the notice, the holder's Receipts, with an appropriate form duly completed
prior to the repurchase date. In case the aggregate number of Depositary Shares
offered for repurchase by the holders exceeds the amount of Depositary Shares
which the Company has offered to repurchase pursuant to the repurchase offer,
the Depositary Shares to be repurchased shall be selected by the Depositary by
lot or proportionately, as may be determined by the Depositary. The foregoing is
subject further to the terms and conditions of the applicable Certificate of
Designation.

         4.       CONVERSION. In the event that the Stock, in accordance with
its Certificate of Designation, is convertible into the Company's common stock
or other securities, subject to the terms and conditions of the Deposit
Agreement, a holder of a Receipt or Receipts may surrender such Receipt or
Receipts at the Corporate Office or at such other office or to a Depositary's
Agent that the Depositary may designate for such purpose, together with a notice
of conversion duly completed and executed, thereby directing the Depositary or
such Depositary's Agent to instruct the Company to cause the conversion of the
number of shares of Stock specified in such notice of conversion into shares of
the Company's common stock or other securities at the rate specified in the
applicable Certificate of Designation, and an assignment of such Receipt or
Receipts to the Company or in blank, duly completed and executed, along with any
other documents or instruments and any amounts required by the applicable
Certificate of Designation.

         Upon receipt by the Depositary or a Depositary's Agent of a Receipt or
Receipts of such notice, assignment and other documents, instruments or amounts,
the Depositary or such Depositary's Agent shall instruct the Company, subject to
any adjustment provided for in the applicable Certificate of Designation, (i) to
cause the conversion at the rate specified in the applicable Certificate of
Designation of the number of shares of Stock evidenced by the Receipt or
Receipts so surrendered for conversion as specified in the written notice to the
Depositary or such Depositary's Agent and (ii) to cause the delivery to the
holder of such Receipt or Receipts of (a) a certificate or certificates
evidencing the number of whole shares of the Company's common stock or other
securities into which such Stock has been converted, and (b) the amount of cash
or other property, if any, to which such holder is entitled in lieu of
fractional shares of, or fractional interests in, the Company's common stock or
other securities otherwise deliverable by the Company upon such conversion,
calculated in accordance with the applicable Certificate of Designation. Upon
such conversion, the Depositary or such Depositary's Agent (i) shall deliver to
the holder a Receipt evidencing the number of Depositary Shares evidenced by the
surrendered Receipt or Receipts in excess of the number of Depositary Shares
evidenced by such Receipt or Receipts that have been so converted, (ii) shall
cancel the Receipts surrendered for conversion and (iii) shall deliver to the
Company for cancellation the number of shares of Stock evidenced by the Receipts
so surrendered and so converted.

                                      A-4.
<PAGE>

         Upon the conversion of any Stock for which a notice of conversion has
been provided to the Depositary or a Depositary's Agent by the holder of the
Receipt or Receipts representing such Stock, the Depositary Shares evidenced by
such Receipt or Receipts shall be deemed no longer outstanding, all rights of
the holder of the Receipt or Receipts evidencing such Depositary Shares (except
the right to receive (i) the Company's common stock or other securities to which
such holder is entitled upon conversion in accordance with the applicable
Certificate of Designation, (ii) any cash or other property payable in
accordance with the applicable Certificate of Designation with respect to any
fractional shares or other fractional interests in the Company's common stock or
other securities otherwise deliverable by the Company upon conversion, (iii) any
Receipts evidencing Depositary Shares representing Stock which was not so
converted and (iv) any other securities, property or cash to which such holder
is entitled under this Deposit Agreement) shall cease and terminate, and the
Receipt or Receipts evidencing such Depositary Shares shall be cancelled.

         No fractional shares or other fractional interests in the Company's
common stock or other securities shall be deliverable by the Company upon
conversion of the Stock represented by the Depositary Shares.

         5.       WITHDRAWAL OF STOCK. Holders of Receipts shall have the right,
upon payment of any amount due to the Depositary with respect to the Receipts,
to withdraw any or all of the Stock (but only in whole shares of Stock)
represented by the Depositary Shares and all money and other property, if any,
represented by such Depositary Shares by surrendering the Receipt or Receipts
evidencing such Depositary Shares at the Corporate Office, or at such other
offices as the Depositary may designate for such withdrawal (and cancellation of
the surrendered Receipts as provided in the Deposit Agreement).

         6.       TRANSFERS, SPLIT-UPS, COMBINATIONS. Subject to Paragraphs 7, 8
and 9 below, this Receipt is transferable on the books of the Depositary upon
surrender of this Receipt to the Depositary at the Corporate Office or at such
other offices as the Depositary may designate for such purchase, properly
endorsed or accompanied by a properly executed instrument of transfer, together
with evidence of the payment of any transfer taxes as may be required by law,
and upon such transfer the Depositary shall execute and deliver a Receipt or
Receipts to or upon the order of the person entitled thereto, all as provided in
and subject to the Deposit Agreement. Subject to the Deposit Agreement, this
Receipt may be split into other Receipts or combined with other Receipts into
one Receipt evidencing the same aggregate number of Depositary Shares evidenced
by the Receipt or Receipts surrendered; provided, however, that the Depositary
shall not issue any Receipt evidencing a fractional Depositary Share.

         7.       CONDITIONS TO SIGNING AND DELIVERY, TRANSFER, ETC., OF
RECEIPTS. Prior to the execution and delivery, registration of transfer,
split-up, combination, or surrender of this Receipt, the delivery of any
distribution hereon or withdrawal or deposit of the Stock evidenced hereby, or
the exercise of any applicable conversion right, the Depositary, any of the
Depositary's Agents, the Registrar or the Company may require any or all of the
following: (i) payment to it of a sum sufficient for the payment (or, in the
event that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any tax or other governmental charge or fee with respect
thereto (including any such tax or charge or fee with respect to Stock being
deposited or withdrawn or with respect to other property of the Company

                                      A-5.
<PAGE>

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

         8.       SUSPENSION OF DELIVERY, TRANSFER, ETC. The registration of
transfer, split-up, combination or surrender of this Receipt and the withdrawal
of deposited Stock or the exercise of any applicable conversion right may be
suspended (i) during any period when the register of stockholders of the Company
is closed, (ii) if any such action is deemed necessary or advisable by the
Depositary, any of the Depositary's Agents or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of the Deposit
Agreement, or (iii) with the approval of the Company, for any other reason.

         9.       PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax or
other governmental charge or fee shall become payable by or on behalf of the
Depositary with respect to (i) this Receipt, (ii) the Depositary Shares
evidenced by this Receipt, (iii) the Stock (or fractional interest therein) or
other property represented by such Depositary Shares, or (iv) any transaction
referred to in Section 4.6 of the Deposit Agreement, such tax (including
transfer, issuance or acquisition taxes, if any) or governmental charge or fee
shall be payable by the holder of this Receipt, who shall pay the amount thereof
to the Depositary. Until such payment is made, registration or transfer of this
Receipt or any split-up or combination of this Receipt or any withdrawal of the
Stock or money or other property, if any, represented by the Depositary Shares
evidenced by this Receipt upon its surrender or the exercise of any applicable
conversion right may be refused, any dividend or other distribution may be
withheld and any part or all of the Stock or other property represented by the
Depositary Shares evidenced by this Receipt may be sold for the account of the
holder hereof (after attempting by reasonable means to notify such holder prior
to such sale). Any dividend or other distribution so withheld and the proceeds
of any such sale may be applied to any payment of such tax or other governmental
charge or fee, the holder of this Receipt remaining liable for any deficiency.

         10.      AMENDMENT. The form of the Receipts and any provision of the
Deposit Agreement may at any time and from time to time be amended by agreement
between the Company and the Depositary in any respect that they may deem
necessary or desirable, including to reflect the terms of any Certificate of
Designation; provided, however, that no such amendment that shall materially and
adversely alter the rights of the holders of Receipts shall be effective as to
outstanding Receipts until the expiration of 90 days after notice of such
amendment shall have been given to the record holders of outstanding Receipts.
Each holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by

                                      A-6.
<PAGE>

continuing to hold such Receipt, to consent and agree to such amendment and to
be bound by the Deposit Agreement as amended thereby. In no event shall any
amendment impair the right, subject to the provisions of the Deposit Agreement,
of the holder of the Depositary Shares evidenced by this Receipt to surrender
this Receipt with instructions to the Depositary to deliver to the holder the
Stock or to cause the conversion of such Stock into the Company's common stock
or other securities in accordance with the applicable Certificate of Designation
and to deliver all securities, money and other property, if any, represented
thereby, except in order to comply with mandatory provisions of applicable law.

         11.      FEES, CHARGES AND EXPENSES. The Company will pay all fees,
charges and expenses of the Depositary, except for taxes and other governmental
charges and such charges as are otherwise expressly provided for in the Deposit
Agreement.

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

         13.      DIVIDENDS AND DISTRIBUTIONS. Whenever the Depositary shall
receive any cash dividend or other cash distribution on the Stock (other than
cash dividends or cash distributions paid by the Company in lieu of fractional
shares or other fractional interests in the Company's common stock or other
securities otherwise deliverable by the Company in accordance with the
applicable Certificate of Designation), the Depositary shall, subject to the
provisions of the Deposit Agreement, distribute to record holders of Receipts on
the record date fixed pursuant to paragraph 15 such amounts of such sums as are,
as nearly as practicable, in proportion to the respective numbers of Depositary
Shares evidenced by the Receipts held by such holders; provided, however, that
in case the Company or the Depositary shall be required by law to withhold and
does withhold from any cash dividend or other cash distribution in respect of
the Stock an amount on account of taxes, the amount made available for
distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution to record holders of Receipts
then outstanding.

         14.      SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES. If the Company
shall at any time offer or cause to be offered to the persons in whose name
Stock is registered on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance, subject to the provisions of the Deposit
Agreement, be made available by the Depositary to the record holders of Receipts
in such manner as the Company shall instruct.

                                      A-7.
<PAGE>

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

         16.      VOTING RIGHTS. Upon receipt of notice of any meeting at which
the holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice, which
shall contain (i) such information as is contained in such notice of meeting,
(ii) a statement that the holders of Receipts at the close of business on a
specified record date determined as provided in paragraph 15 will be entitled,
subject to any applicable provision of law, the Certificate of Incorporation or
the applicable Certificate of Designation, to instruct the Depositary as to the
exercise of the voting rights pertaining to the Stock represented by their
respective Depositary Shares, and (iii) a brief statement as to the manner in
which such instructions may be given. Upon the written request of a holder of
this Receipt on such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the Stock represented by the Depositary
Shares evidenced by this Receipt in accordance with the instructions set forth
in such request. The Company hereby agrees to take all reasonable action that
may be deemed necessary by the Depositary in order to enable the Depositary to
vote such Stock or cause such Stock to be voted. In the absence of specific
instructions from the holder of this Receipt, the Depositary will abstain from
voting to the extent of the Stock represented by the Depositary Shares evidenced
by this Receipt.

         17.      REPORTS, INSPECTION OF TRANSFER BOOKS. 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 or the books of any Depositary's
Agent or the Registrar, copies of all notices and reports (including financial
statements) required by law, by the rules of any national securities exchange
upon which the Stock, the Depositary Shares or the Receipts are listed or by the
Certificate of Incorporation or the applicable Certificate of Designation to be
furnished by the Company to holders of Stock. The Depositary, acting as transfer
agent and Registrar, shall keep books at the Corporate Office for the
registration and transfer of Receipts, which books at all reasonable times shall
be open for inspection by the record holders of Receipts; provided that any such
holder requesting to exercise such right shall certify to the Depositary that
such inspection shall be for a proper purpose reasonably related to such
person's interest as an owner of Depositary Shares.

         18.      LIABILITY OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE
REGISTRAR AND THE COMPANY. Neither the Depositary nor any Depositary's Agent nor
the Registrar nor the Company shall incur any liability to any holder of this
Receipt, if by reason of any provision of

                                      A-8.
<PAGE>

any present or future law or regulation thereunder of any governmental authority
or of any provision, present or future, of the Certificate of Incorporation or
the applicable Certificate of Designation or by reason of any act of god or war
or other circumstances beyond the control of the relevant party, the Depositary,
any Depositary's Agent, the Registrar or the Company shall be prevented or
forbidden from doing or performing any act or thing that the terms of the
Deposit Agreement provide shall be done or performed; nor shall the Depositary,
any Depositary's Agent, the Registrar or the Company incur any liability to any
holder of this Receipt (i) by reason of any nonperformance or delay, caused as
aforesaid, in the performance of any act or thing that the terms of the Deposit
Agreement provide shall or may be done or performed or (ii) by reason of any
exercise of, or failure to exercise, any discretion provided for in the Deposit
Agreement except, in the case of the Depositary, any Depositary's Agent or the
Registrar, if such exercise or failure to exercise discretion is caused by its
negligence or willful misconduct.

         19.      OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENT, THE
REGISTRAR AND THE COMPANY. The Company assumes no obligation and shall be
subject to no liability under the Deposit Agreement or this Receipt to the
holder hereof or other persons, except to perform its obligations as are
specifically set forth and undertaken by it to perform in the Deposit Agreement
without negligence or bad faith. Each of the Depositary, the Depositary's Agents
and the Registrar assumes no obligation and shall be subject to no liability
under the Deposit Agreement or this Receipt to the holder hereof or other
persons, except to perform such obligations as are specifically set forth and
undertaken by it to perform in the Deposit Agreement without negligence or
willful misconduct.

         Neither the Depositary nor any Depositary's Agent nor the Registrar nor
the Company shall be liable for any action or failure to act by it in reliance
upon the advice of or information from legal counsel, accountants, any person
presenting Stock for deposit, any holder of this Receipt or any other person
believed by it in good faith to be competent to give such advice or information.

         20.      TERMINATION OF DEPOSIT AGREEMENT. The Deposit Agreement may be
terminated only if (i) all of the outstanding Depositary Shares have been
redeemed or converted for any other securities into which the Stock is
convertible or (ii) there has been a final distribution of the Stock to the
holders of Receipts in connection with the Company's liquidation, dissolution or
winding up. The Depositary will mail notice of such termination to the record
holders of all Receipts then outstanding at least 30 days prior to the date
fixed in such notice for such termination. Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations thereunder
except for its obligations to the Depositary, any Depositary's Agent and any
Registrar under Sections 5.7 and 5.8 of the Deposit Agreement.

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

         21.      GOVERNING LAW. The Deposit Agreement and this Receipt and all
rights thereunder and hereunder and provisions thereof and hereof shall be
governed by, and construed

                                      A-9.
<PAGE>

in accordance with, the law of the State of New York without giving effect to
principles of conflict of laws.

                                     A-10.
<PAGE>

                               FORM OF ASSIGNMENT

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto ______________ the within Receipt and all rights and interests represented
by the Depositary Shares evidenced thereby, and hereby irrevocably constitutes
and appoints ______________ attorney, to transfer the same on the books of the
within-named Depositary, with full power of substitution in the premises.

Dated: ______________                   Signature:______________________________

                                        NOTE: The signature to this assignment
                                        must correspond with the name as written
                                        upon the face of the Receipt in every
                                        particular, without alteration or
                                        enlargement, or any change whatever.