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                                                                     Exhibit 4.3








                             SCHOLASTIC CORPORATION



                              [NAME OF DEPOSITARY],



                                       AND



                          THE HOLDERS FROM TIME TO TIME



                                       OF



                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN



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


                                DEPOSIT AGREEMENT


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


                           DATED AS OF ______ __, ____



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                                TABLE OF CONTENTS


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                                          ARTICLE I

                                         DEFINITIONS



                                         ARTICLE II

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


SECTION 2.01      BOOK-ENTRY FORM; FORM AND TRANSFER OF RECEIPTS..........................................3
SECTION 2.02      DEPOSIT OF STOCK; EXECUTION AND  DELIVERY OF RECEIPTS IN RESPECT THEREOF................4
SECTION 2.03      REDEMPTION OF STOCK.....................................................................5
SECTION 2.04      REGISTRATION OF TRANSFER OF RECEIPTS....................................................7
SECTION 2.05      SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK...7
SECTION 2.06      LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND EXCHANGE OF RECEIPTS.....8
SECTION 2.07      LOST RECEIPTS, ETC......................................................................9
SECTION 2.08      CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS....................................9
SECTION 2.09      INTERCHANGEABILITY OF BOOK-ENTRY RECEIPTS AND RECEIPTS IN PHYSICAL, CERTIFICATED FORM...9
SECTION 2.10      STOCK PURCHASE PLANS...................................................................10


                                   ARTICLE III

                             CERTAIN OBLIGATIONS OF
                     THE HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.01      FILING PROOFS, CERTIFICATES AND OTHER INFORMATION......................................10
SECTION 3.02      PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.........................................10
SECTION 3.03      WARRANTY AS TO STOCK...................................................................11
SECTION 3.04      WARRANTY AS TO RECEIPTS................................................................11


                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

SECTION 4.01      CASH DISTRIBUTIONS.....................................................................11
SECTION 4.02      DISTRIBUTIONS OTHER THAN CASH..........................................................11
SECTION 4.03      SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES.........................................12
SECTION 4.04      NOTICE OF DIVIDENDS, ETC.; FIXING OF RECORD DATE FOR HOLDERS OF RECEIPTS...............13
SECTION 4.05      VOTING RIGHTS..........................................................................13
SECTION 4.06      CHANGES AFFECTING DEPOSITED SECURITIES AND RECLASSIFICATIONS, RECAPITALIZATIONS, ETC...14
SECTION 4.07      INSPECTION OF REPORTS..................................................................14
SECTION 4.08      LIST OF RECEIPT HOLDERS................................................................15

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                                    ARTICLE V

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

SECTION 5.01      MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE DEPOSITARY; REGISTRAR......15
SECTION 5.02      PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE DEPOSITARY'S AGENTS,
                  THE REGISTRAR OR THE COMPANY..........................................................16
SECTION 5.03      OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY.16
SECTION 5.04      RESIGNATION AND REMOVAL OF THE DEPOSITARY: APPOINTMENT OF SUCCESSOR DEPOSITARY........17
SECTION 5.05      CORPORATE NOTICES AND REPORTS.........................................................18
SECTION 5.06      INDEMNIFICATION BY THE COMPANY........................................................18
SECTION 5.07      CHARGES AND EXPENSES..................................................................18


                                   ARTICLE VI

                            AMENDMENT AND TERMINATION


SECTION 6.01      AMENDMENT.............................................................................19
SECTION 6.02      TERMINATION...........................................................................19


                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.01      COUNTERPARTS..........................................................................21
SECTION 7.02      EXCLUSIVE BENEFIT OF PARTIES..........................................................21
SECTION 7.03      INVALIDITY OF PROVISIONS..............................................................21
SECTION 7.04      NOTICES...............................................................................21
SECTION 7.05      DEPOSITARY'S AGENTS...................................................................22
SECTION 7.06      HOLDERS OF RECEIPTS ARE PARTIES.......................................................22
SECTION 7.07      GOVERNING LAW.........................................................................22
SECTION 7.08      INSPECTION OF DEPOSIT AGREEMENT.......................................................22
SECTION 7.09      HEADINGS..............................................................................22

TESTIMONIUM.............................................................................................23
SIGNATURES..............................................................................................23

EXHIBIT A:  Depositary Receipt
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<PAGE>






                  DEPOSIT AGREEMENT dated as of ______ __, ____

                                      among

                             SCHOLASTIC CORPORATION
                             a Delaware corporation,

                              [NAME OF DEPOSITARY]
                    a ______________________, as Depositary,

                        AND THE HOLDERS FROM TIME TO TIME
                        OF THE RECEIPTS DESCRIBED HEREIN

                  WHEREAS, it is desired to provide, as hereinafter set forth in
this Deposit Agreement, for the deposit of shares of Series __ Preferred Stock,
par value $1.00 per share, of SCHOLASTIC CORPORATION with the Depositary (as
hereinafter defined) for the purposes set forth in this Deposit Agreement and
for the issuance hereunder of Receipts (as hereinafter defined) by the
Depositary evidencing Depositary Shares in respect of the Stock (as hereinafter
defined) so deposited;

                  NOW, THEREFORE, in consideration of the premises contained
herein and such other good and valuable consideration, receipt of which is
hereby acknowledged, the parties hereto agree as follows:

                                 ARTICLE I

                                DEFINITIONS

                    The following definitions shall for all purposes, unless
otherwise indicated, apply to the respective terms used in this Deposit
Agreement and the Receipts:

                  "Amendment" shall mean an amendment to the Certificate of
Incorporation, as amended, of the Company filed with the Secretary of State of
the State of Delaware establishing the Stock as a series of preferred stock of
the Company.

                  "Company" shall mean Scholastic Corporation, a Delaware
corporation, and its successors.

                  "Deposit Agreement"shall mean this Deposit Agreement, as
amended or supplemented from time to time in accordance with the terms hereof.

                  "Depositary"shall mean _____________________ and any successor
Depositary hereunder.



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                  "Depositary Shares"shall mean the Depositary Shares, each
representing a one-________ (1/__th) interest in a share of Stock and which
shall be evidenced by Receipts.

                  "Depositary's Agent" shall mean an agent appointed by the
Depositary pursuant to Section 7.05. "Depositary's Office" shall mean the
principal office of the Depositary at which at any particular time its
depositary business shall be administered.

                  "Receipt" shall mean one of the depositary receipts, issued
hereunder by the Depositary, each representing any number of whole Depositary
Shares. The term "Receipt" shall be deemed to include the DTC Receipt (as
defined in Section 2.01 hereof).

                  "record holder" with respect to a Receipt shall mean the
individual, entity or person in whose name a Receipt is registered on the books
of the Depositary or any register of any Registrar maintained for such purpose
at a given time.

                  "Registrar" shall mean any bank or trust company which shall
be appointed by the Depositary to register ownership and transfers of Receipts
as herein provided and which may include the Depositary.

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

                  "Stock" shall mean shares of the Company's Series __ Preferred
Stock, par value $1.00 per share.

                                       2

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                                   ARTICLE II

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

                  SECTION 2.01 BOOK-ENTRY FORM; FORM AND TRANSFER OF RECEIPTS.
All of the Receipts shall initially be represented by one or more global
receipts (collectively, the "DTC Receipt") deposited with The Depository Trust
Company ("DTC") and registered in the name of Cede & Co., a nominee of DTC. The
Depositary, or such other entity as is agreed to by DTC, may hold the DTC
Receipt as custodian for DTC. So long as the Receipts are eligible for
book-entry settlement with DTC, except as provided for in Section 2.09 hereof,
no person acquiring Depositary Shares traded on any securities exchange with
book-entry settlement through DTC shall receive or be entitled to receive
physical delivery of the Receipts evidencing such Depositary Shares. Ownership
of beneficial interests in the DTC Receipt shall be shown on, and the transfer
of such ownership shall be effected through, records maintained by (i) DTC or
its nominee for such DTC Receipt, or (ii) institutions that have accounts with
DTC.

                  If DTC subsequently ceases to make its book-entry settlement
system available for the Receipts, the Company may instruct the Depositary
regarding making other arrangements for book-entry settlement. In the event that
the Receipts are not eligible for, or it is no longer necessary to have the
Receipts available in, book-entry form, the Depositary shall provide written
instructions to DTC to deliver to the Depositary for cancellation of the DTC
Receipt, and the Company shall instruct the Depositary to deliver to the
beneficial owners of the Depositary Shares previously evidenced by the DTC
Receipt definitive receipts in physical form evidencing such Depositary Shares.
Such definitive Receipts shall be in the form annexed hereto as Exhibit A with
appropriate insertions, modifications and omissions, as hereafter provided.

                  The beneficial owners of Depositary Shares shall, except as
stated above with respect to Depositary Shares in book-entry form represented by
the DTC Receipt, be entitled to receive Receipts in physical, certificated form
as herein provided.

                  The Receipts may be typewritten in the case of the DTC
Receipts and otherwise shall, upon notice by the Company to the Depositary as
provided above, be definitive Receipts. Definitive Receipts shall be engraved or
printed or lithographed on steel-engraved borders and shall be substantially in
the form annexed hereto as Exhibit A, with appropriate insertions, modifications
and omissions, as hereinafter provided. The DTC Receipt shall bear such legend
or legends as may be required by DTC in order for it to accept the Depositary
Shares for its book-entry settlement system.

                  Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary; PROVIDED, that such
signature may be a facsimile if a Registrar for the Receipts (other than the
Depositary) shall have been appointed and such Receipts are countersigned by
manual signature of a duly authorized

                                       3

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officer of the Registrar. No Receipt shall be entitled to any benefits under
this Deposit Agreement or be valid or obligatory for any purpose unless it shall
have been executed manually by a duly authorized officer of the Depositary or,
if a Registrar for the Receipts (other than the Depositary) shall have been
appointed, by facsimile signature of a duly authorized officer of the Depositary
and countersigned manually by a duly authorized officer of such Registrar. The
Depositary shall record on its books each Receipt so signed and delivered as
hereinafter provided. Receipts bearing the manual or facsimile signatures of
individuals who were at any time proper officers of the Depositary or the
Registrar, as the case may be, shall constitute adequate signatures hereunder,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the delivery of such Receipts or did not hold such offices on
the date of delivery of such Receipts.

                  Receipts shall be in denominations of any number of whole
Depositary Shares.

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

                  [Subject to any limitations set forth in a Receipt or in this
Deposit Agreement,] Title to Depositary Shares evidenced by a Receipt which is
properly endorsed, or accompanied by a properly executed instrument of transfer,
shall be transferable by delivery of such Receipt with the same effect as if
such Receipt were a negotiable instrument; PROVIDED, HOWEVER, that until
transfer of a Receipt shall be registered on the books of the Registrar, on
behalf of the Depositary, as provided in Section 2.04, the Depositary may,
notwithstanding any notice to the contrary, treat the record holder as the
absolute owner thereof for the purpose of determining the person entitled to
distributions of dividends or other distributions with respect to the Stock [,
the exchange of Depositary Shares for Stock, the right to exchange Receipts
pursuant to Section 2.09] or to any notice provided for in this Deposit
Agreement and for all other purposes.

                  The Depositary shall not lend any Stock deposited hereunder.

                  SECTION 2.02 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF
RECEIPTS IN RESPECT THEREOF. Subject to the terms and conditions of this Deposit
Agreement, the Company [If shares of Stock may be deposited by holders thereof:
or any holder of Stock] may from time to time deposit shares of Stock with the
Depositary under this Deposit Agreement by delivery to the Depositary of a
certificate or certificates representing the Stock to be deposited. Such
certificate or certificates representing the Stock shall be properly endorsed or
accompanied, if required by the Depositary, by a duly

                                       4

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executed instrument of transfer or endorsement, in form satisfactory to the
Depositary, together with all such certifications as may be required by the
Depositary in accordance with the provisions of this Deposit Agreement, and
together with a written order of the Company [If shares of Stock may be
deposited by holders thereof: 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 named in such order, a Receipt or Receipts evidencing in the
aggregate the number of Depositary Shares representing such deposited Stock.

                  All Stock deposited by the Company [If shares of Stock may be
deposited by holders thereof: or any holder of Stock, as the case may be,] with
the Depositary shall be held by the Depositary at the Depositary's Office or at
such other place or places as the Depositary shall determine.

                  Upon receipt by the Depositary of a certificate or
certificates representing Stock deposited, with the Depositary by the Company
[If shares of Stock may be deposited by holders thereof: or any holder of Stock,
as the case may be,] in accordance with the provisions of this Section, together
with the other documents required as above specified, and upon recordation of
the Stock so deposited on the books of the Company in the name of the
Depositary, the Depositary shall execute and deliver, to the person or persons
named in the written order delivered to the Depositary, a Receipt or Receipts,
evidencing in the aggregate the number of Depositary Shares relating to the
Stock so deposited. Such Receipt or Receipts shall be registered by the
Depositary or the Registrar in such name or names as may be requested by the
person or persons named in the written order. The Depositary shall execute and
deliver such Receipts at the Depositary's Office or such other offices, if any,
as such person may designate. Delivery at other offices shall be at the risk and
expense of the person requesting such delivery. The DTC Receipt shall provide
that it shall evidence the aggregate amount of Depositary Shares from time to
time indicated in the records of the Depositary and that the aggregate amount of
Depositary Shares evidenced thereby may from time to time be increased or
decreased by making adjustments on such records of the Depositary.

                  Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, there shall be deposited with the Depositary
hereunder not more than ______ shares of Stock.

                  SECTION 2.03 REDEMPTION OF STOCK. Whenever the Company shall
elect to redeem shares of Stock in accordance with the provisions of the
Amendment, it shall (unless otherwise agreed in writing with the Depositary)
mail notice to the Depositary of such redemption, by first class mail, postage
prepaid, not less than 40 nor more than 70 days prior to the date fixed for the
redemption of Stock in accordance with the provisions of the Amendment. On the
date of such redemption, provided that the Company shall then have paid in full
to the Depositary the redemption price required pursuant to the Amendment
relating to the Stock to be redeemed, the Depositary shall redeem the Depositary
Shares relating to such Stock. The Depositary shall mail notice of such
redemption, and the simultaneous redemption of the number of Depositary Shares


                                       5

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relating to the Stock to be redeemed, by first-class mail, postage prepaid, not
less than 30 and not more than 60 days prior to the date fixed for redemption of
such Stock and Depositary Shares (the "Redemption Date"), to the record holders
of the Receipts evidencing the Depositary Shares to be so redeemed on the record
date fixed pursuant to Section 4.04 hereof, at the addresses of such holders as
they appear on the records of the Depositary; PROVIDED, HOWEVER, that neither
failure to mail any such notice to one or more such holders nor any defect in
any notice or in the mailing thereof to one or more such holders shall affect
the validity of the proceedings for redemption of any Depositary Shares as to
other holders. Each such notice of redemption shall state: (i) the Redemption
Date; (ii) the number of Depositary Shares to be redeemed and, if less than all
the Depositary Shares held by any such holder are to be redeemed, the number of
such Depositary Shares held by such holder to be so redeemed and the method by
which the Depositary Shares will be chosen for redemption; (iii) the redemption
price (including cumulative dividends to the Redemption Date); (iv) the place or
places where Receipts evidencing Depositary Shares are to be surrendered for
payment of the redemption price; (v) that dividends in respect of the Stock to
be redeemed, which are represented by the Depositary Shares to be redeemed, will
cease to accrue at the close of business on such Redemption Date and (vi) if a
date other than the Redemption Date, the date from and after which the Stock and
Depositary Shares shall no longer be deemed to be outstanding. In case less than
all the outstanding Depositary Shares are to be redeemed, the Depositary Shares
to be so redeemed shall be selected by lot or pro rata as may be determined by
the Company.

                  Notice having been mailed by the Depositary as aforesaid, from
and after (a) the Redemption Date (unless the Company shall have failed to
redeem the shares of Stock to be redeemed by it as set forth in the Company's
notice provided for in the preceding paragraph), or (b) such earlier date (if
applicable) upon which the Company deposits the Redemption Price with the paying
agent for the holders of the Stock (regardless of whether such shares are
actually surrendered for cancellation), all dividends in respect of the shares
of Stock so called for redemption shall cease to accrue, the Depositary Shares
being redeemed from such proceeds shall be deemed no longer to be outstanding,
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate and, upon surrender in accordance with
such notice of the Receipts evidencing any such Depositary Shares called for
redemption (properly endorsed or assigned for transfer, if the Depositary shall
so require), such Depositary Shares shall be redeemed by the Depositary at a
redemption price per Depositary Share equal to 1/__th of the redemption price
per share paid in respect of the shares of Stock plus all money and other
property, if any, underlying such Depositary Shares, including all amounts paid
by the Company in respect of dividends which on the Redemption Date have accrued
on the shares of Stock to be so redeemed and have not theretofore been paid.

                  If less than all the Depositary Shares evidenced by a Receipt
are called for redemption, the Depositary will deliver to the holder of such
Receipt upon its surrender to the Depositary, together with the payment of the
redemption price, a new Receipt

                                       6

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evidencing such number of Depositary Shares as were evidenced by such prior
Receipt and not called for redemption; PROVIDED, HOWEVER, that such replacement
Receipt shall be issued only in denominations of whole Depositary Shares and
cash will be payable in respect of fractional interests.

                  SECTION 2.04 REGISTRATION OF TRANSFER OF RECEIPTS. Subject to
the terms and conditions of this Deposit Agreement, the Registrar, on behalf of
the Depositary, shall register on its books transfers of Receipts from time to
time upon notice to the Registrar by the Depositary of the surrender of a
Receipt for transfer by the holder in person or by duly authorized attorney,
which Receipt in each case must be properly endorsed or accompanied by a
properly executed instrument of transfer. Upon surrender of a properly endorsed
Receipt or Receipt accompanied by an instrument of transfer, the Depositary
shall execute a new Receipt or Receipts evidencing the same aggregate number of
Depositary Shares as those evidenced by the Receipt or Receipts surrendered and
deliver such new Receipt or Receipts to or upon the order of the transferee
named in the endorsement or instrument of transfer.

                  SECTION 2.05 SLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER
OF RECEIPTS AND WITHDRAWAL OF STOCK. Upon surrender of a Receipt or Receipts at
the Depositary's Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipt or Receipts, the
Depositary shall execute and deliver a new Receipt or Receipts to the holder
thereof or to such holder's order in the denominations requested, evidencing the
aggregate number of Depositary Shares evidenced by the Receipt or Receipts
surrendered. The Depositary shall give prompt notice of such action and the
certificate numbers to the Registrar for the purpose of recording such split-up
or consolidation.

                  Unless the related Depositary Shares have previously been
called for redemption, any holder of a Receipt or Receipts representing any
number of whole shares of Stock (or such holder's duly authorized attorney) may
withdraw the number of whole shares of Stock underlying such Depositary Shares
and all money and other property, if any, represented thereby by surrendering
such Receipt or Receipts at the Depositary's Office or at such other offices as
the Depositary may designate for such withdrawals. If such holder's Depositary
Shares are being held by DTC or its nominee pursuant to Section 2.01, such
holder shall request, in accordance with Section 2.09, withdrawal from the
book-entry system of the number of Depositary Shares specified in the preceding
sentence. Thereafter, without unreasonable delay, the Depositary shall deliver
to such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If the Receipt or Receipts delivered by the holder to the Depositary
in connection with such withdrawal shall evidence in the aggregate a number of
Depositary Shares in excess of the number of Depositary Shares representing the
number of whole shares of Stock to be so withdrawn, the Depositary shall at the
same

                                       7

<PAGE>

time, in addition to such number of whole shares of Stock and such money and
other property, if any, to be so withdrawn, deliver to such holder, or (subject
to Sections 2.04 and 3.02) upon his order, a new Receipt evidencing such excess
number of Depositary Shares. Delivery of the Stock and the 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.

                  Stock delivered pursuant to the preceding paragraph may be
endorsed with or have incorporated in the text thereof such legend 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
any regulation thereunder or with the rules and regulations of any securities
exchange upon which the Stock may be listed or to conform with any usage with
respect thereto, or to indicate any special limitations or restrictions to which
any particular shares of Stock are subject.

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

                  Delivery of the Stock and the money and other property, if
any, represented by Receipts surrendered for withdrawal shall be made by the
Depositary at the Depositary's Office, except that, at the request, risk and
expense of the holder surrendering such Receipt or Receipts and for the account
of the holder thereof, such delivery may be made at such other place as may be
designated by such holder.

                  SECTION 2.06 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND EXCHANGE OF RECEIPTS. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require 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 charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with the rules and regulations of any governmental body,
any stock exchange or any applicable self regulatory body, including without
limitation, the National Association of Securities Dealers, Inc. (the "NASD") or
such regulations, if any, as the Depositary or the Company may establish
consistent with the provisions of this Deposit Agreement.

                  The [If shares of Stock may be deposited by holders thereof:
deposit of Stock may be refused, the] delivery of Receipts against Stock
deposited with the Depositary may be suspended, the registration of transfer of
Receipts may be refused and

                                       8

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the registration of transfer, surrender or exchange of outstanding Receipts may
be suspended (i) during any period when the register of stockholders of the
Company is closed or (ii) if any such action is deemed necessary 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,
governmental body or commission, stock exchange or the NASD or under any
provision of this Deposit Agreement.


                  SECTION 2.07 LOST RECEIPTS, ETC. If any mutilated Receipt
is surrendered to the Depositary, the Depositary shall execute and deliver in
exchange therefor a new Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt. In case any Receipt shall be
destroyed, lost or stolen, then, in the absence of notice to the Depositary
that such Receipt has been acquired by a bona fide purchaser, the Depositary
shall execute and deliver a Receipt to the holder thereof of like form and
tenor in exchange and substitution for such destroyed, lost or stolen
Receipt, upon (i) the filing by the holder thereof with the Depositary of
evidence satisfactory to the Depositary and the Company of such destruction
or loss or theft of such Receipt, of the authenticity thereof and of such
holder's ownership thereof and (ii) the holder's furnishing the Depositary
with indemnification satisfactory to such Depositary and the Company.

                  SECTION 2.08 CANCELLATION AND DESTRUCTION OF SURRENDERED
RECEIPTS. All Receipts surrendered to the Depositary or any Depositary's Agent
shall be canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.
Any Receipt evidenced in book-entry form shall be deemed canceled when the
Depositary has caused the amount of Depositary Shares evidenced by the DTC
Receipt to be reduced in proportion to the number of Depositary Shares evidenced
by the surrendered Receipt.

                  SECTION 2.09 INTERCHANGEABILITY OF BOOK-ENTRY RECEIPTS AND
RECEIPTS IN PHYSICAL, CERTIFICATED FORM. Subject to the terms and conditions of
this Deposit Agreement, upon receipt by the Depositary of written instructions
from a DTC participant on behalf of any person having a beneficial interest in
Depositary Shares evidenced by the DTC Receipt for the purpose of directing the
Depositary to execute and deliver a Receipt in physical, certificated form
evidencing such Depositary Shares, the Depositary shall follow the procedures
set forth in the FAST Agreement for the purpose of reducing the number of
Depositary Shares evidenced by the DTC Receipt and, following such reduction,
shall execute and deliver to or upon the order of the person or persons named in
such order a Receipt or Receipts registered in the name or names requested by
such person and evidencing in the aggregate the number of Depositary Shares
equal to the reduction in the number evidenced by the DTC Receipt. The
Depositary may require in such written instructions any certification or
representations as it shall deem necessary to comply with applicable law.

                  Subject to the terms and conditions of this Deposit Agreement,
upon receipt by the Depositary of a Receipt or Receipts in physical,
certificated form, duly

                                       9

<PAGE>

endorsed or accompanied by appropriate instruments of transfer, in form
satisfactory to the Depositary, including any required certifications, and
together with written instructions directing the Depositary to adjust its
records to reflect an increase in the aggregate amount of Depositary Shares
evidenced by the DTC Receipt (including, without limitation, information
regarding the DTC participant account to be credited with such increase), and
upon payment of the fees and expenses of the Depositary, the Depositary shall
cancel such Receipt or Receipts in physical, certificated form and shall follow
the procedures set forth in the FAST Agreement for the purpose of reflecting
such increase in the number of Depositary Shares evidenced by the DTC Receipt.

                  SECTION 2.10 STOCK PURCHASE PLANS. The Depositary shall take
such action as shall be necessary or appropriate to permit the record holders of
the Depositary Shares to participate in any dividend reinvestment or other stock
purchase plan sponsored by the Company that permits the participation by such
holders on such terms and conditions as the Company may determine.

                                   ARTICLE III

                       CERTAIN OBLIGATIONS OF THE HOLDERS
                           OF RECEIPTS AND THE COMPANY

                  SECTION 3.01 FILING PROOFS, CERTIFICATES AND OTHER
INFORMATION. Any holder of a Receipt may be required from time to time to file
such proof of residence, or other matters or other information, to obtain such
guaranties of signature, to execute such certificates and to make such customary
representations and warranties consistent with the terms of the Stock as the
Depositary or the Company may deem necessary or proper. The Depositary or the
Company may withhold the delivery, or delay the registration of transfer,
redemption or exchange, of any Receipt or the distribution of any dividend or
other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.

                  SECTION 3.02 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.
Holders of Receipts shall be obligated to make payments to the Depositary of
certain charges and expenses as provided in Section 5.07, or provide evidence
satisfactory to the Depositary that such charges and expenses have been paid.
Registration of transfer of any Receipt and delivery of all money or other
property, if any, represented by the Depositary Shares evidenced by such Receipt
may be refused until any such payment due is made, and any dividends, interest
payments or other distributions may be withheld or all or any part of the Stock
or other property represented by the Depositary Shares evidenced by such Receipt
and not theretofore sold may be sold for the account of the holder thereof
(after attempting by reasonable means to notify such holder prior to such sale),
and such

                                       10

<PAGE>


dividends, interest payments or other distributions or the proceeds of any such
sale may be applied to any payment of such charges or expenses, the holder of
such Receipt remaining liable for any deficiency.

                  SECTION 3.03 WARRANTY AS TO STOCK. The Company hereby
represents and warrants to the Depositary that the Stock, when issued, will be
validly issued, fully paid and nonassessable. Such representation and warranty
shall survive the deposit of the Stock and the issuance of Receipts.

                  SECTION 3.04 WARRANTY AS TO RECEIPTS. The Depositary hereby
represents and warrants that the Receipts, when issued, will be legal, valid and
binding obligations of the Depositary, enforceable against the Depositary in
accordance with their terms, except as such enforceability may be limited by
applicable bankruptcy, insolvency, moratorium and other laws affecting
creditors' rights generally and by general equity principles. Such
representation and warranty shall survive the deposit of the Stock and the
issuance of the Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

                  SECTION 4.01 CASH DISTRIBUTIONS. Whenever the Depositary shall
receive any cash dividend or other cash distribution with respect to the Stock,
the Depositary shall, subject to Section 3.02, distribute to record holders of
Receipts on the record date fixed pursuant to Section 4.04 the pro rata portion,
as nearly as practicable, of such dividend or distribution applicable to the
number of Depositary Shares evidenced by the Receipts held by such holders;
PROVIDED, HOWEVER, that in case the Company or the Depositary shall be required
to withhold and shall withhold any monies from any cash dividend or other cash
distribution in respect of the Stock on account of taxes, the distribution 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 succeeding distribution to
record holders of Receipts.

                  SECTION 4.02 DISTRIBUTIONS OTHER THAN CASH. Whenever the
Depositary shall receive any property (including securities) for distribution in
a form other than cash with respect to the Stock, the Depositary shall, subject
to Section 3.02, distribute to record holders of Receipts on the record date
fixed pursuant to Section 4.04 the pro rata portion, as nearly as practicable,
of such property (including securities) received by it applicable to the number
of Depositary Shares evidenced by the Receipts held by such holders, in any
manner that the Depositary may deem equitable and


                                       11

<PAGE>


practicable for accomplishing such distribution. If in the opinion of the
Depositary such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any requirement that the Company
or the Depositary withhold an amount on account of taxes) the Depositary deems,
after consultation with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such method as it deems
equitable and practicable for the purpose of effecting such distribution,
including the sale of the property thus received, or any part thereof. The net
proceeds of any such sale shall, subject to Section 3.02, be distributed or made
available for distribution, as the case may be, by the Depositary to record
holders of Receipts in accordance with the provisions of Section 4.01 for a
distribution received in cash. The Depositary shall have the right, prior to
making any distribution of such securities, to require the Company to provide an
opinion of counsel stating that such securities have been registered under the
Securities Act or do not need to be so registered.

                  SECTION 4.03 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 recorded 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, pro rata in proportion to the Stock represented
by such Receipt, in such manner as the Depositary may determine, either by the
issue to such record holders of warrants representing such rights, preferences
or privileges or by such other method as may be approved by the Depositary in
its discretion with the approval of the Company; PROVIDED, HOWEVER, that (i) if
at the time of issue or offer of any such rights, preferences or privileges the
Depositary determines that it is not lawful or (after consultation with the
Company) not feasible to make such rights, preferences or privileges available
to holders of Receipts by the issue of warrants or otherwise, or (ii) if and to
the extent so instructed by holders of Receipts who do not desire to exercise
such rights, preferences or privileges, then the Depositary, in its discretion
(with the approval of the Company, in any case where the Depositary has
determined that it is not feasible to make such rights, preferences or
privileges available), may, if applicable laws or the terms of such rights,
preferences or privileges permit such transfer, sell such rights, preferences or
privileges 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 sales shall be
distributed by the Depositary to the record holders of Receipts entitled thereto
as provided by Section 4.01 in the case of a distribution received in cash. The
Depositary shall have the right, prior to making any distribution of such
rights, preferences or privileges, to require the Company to provide an opinion
of counsel stating that such rights, preferences or privileges have been
registered under the Securities Act or do not need to be so registered.

                  If registration under the Securities Act of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement

                                       12

<PAGE>

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
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
security unless and until such registration statement shall have become
effective, or unless the offering and sale of such securities to holders are
exempt from registration under the Securities Act.

                  If any other action under the laws 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 4.04 NOTICE OF DIVIDENDS, ETC.; FIXING OF RECORD DATE
FOR HOLDERS OF RECEIPTS. (i) Whenever any cash dividend or other cash
distribution shall become payable or any distribution of property (including
securities) other than cash shall be made, (ii) if rights, preferences or
privileges shall at any time be offered with respect to Stock, (iii) whenever
the Depositary shall receive notice of (a) any meeting at which holders of Stock
are entitled to vote or of which holders of Stock are entitled to notice, or (b)
any election on the part of the Company to redeem any shares of Stock, or (iv)
whenever the Depositary and the Company shall decide it is appropriate, 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 who shall be entitled hereunder to
receive a distribution in respect of such dividend, distribution, rights,
preferences or privileges or the net proceeds of the sale thereof, or to give
instructions for the exercise of voting rights at any such meeting, or who
should be entitled to receive notice of such meeting or for any other
appropriate reasons.

                  SECTION 4.05 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 and (ii) a statement that the holders may, subject to any applicable
restrictions, authorize the Depositary to exercise the voting rights pertaining
to the amount of Stock underlying their respective Depositary Shares (including
authority to give a discretionary proxy to a person designated by the Company)
and a brief statement as to the manner in which such authorization may be given.
The Depositary shall endeavor, insofar as practicable, to vote or cause to be
voted, in accordance with the authorization referred to above, the votes
relating to the shares of Stock (or portion thereof) underlying the Depositary
Shares evidenced by all Receipts as

                                       13

<PAGE>


to which such authorization has been received. The Company hereby agrees to take
all such action as it deems necessary in order to enable the Depositary to vote
such Stock or cause such Stock to be voted. In the absence of authorization from
the holder of a Receipt, the Depositary will abstain from voting (but, at its
discretion, not from appearing at any meeting with respect to such Stock unless
directed to the contrary by the holders of all the Receipts) to the extent of
the Stock (or portion thereof) underlying the Depositary Shares evidenced by
such Receipt.

                  SECTION 4.06 CHANGES AFFECTING DEPOSITED SECURITIES AND
RECLASSIFICATIONS, RECAPITALIZATIONS, ETC. Upon any change in par or stated
value, split-up, combination or any other reclassification of the Stock, or upon
any recapitalization, reorganization, merger, amalgamation or consolidation to
which the Company is a party or sale of all or substantially all of the
Company's assets, the Depositary may with the approval of, and shall upon the
instructions of, the Company, and (in either case) in such manner as to retain
as nearly as possible the percentage ownership interest in Stock of holders of
the Receipts immediately prior to such event, (i) make such adjustments in (a)
the fraction of an interest in one share of Stock underlying one Depositary
Share and (b) the ratio of the redemption price per Depositary Share to the
redemption price of a share of Stock, in each case as it may deem necessary to
reflect the effects of such change in par or stated value, split-up, combination
or other reclassification of Stock, or of such recapitalization, reorganization,
merger, amalgamation or consolidation or sale, and (ii) treat any securities
which shall be received by the Depositary in exchange for or upon conversion of
or in respect of the Stock as new deposited securities so received in exchange
for or upon conversion of or in respect of the 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 surrender of all outstanding
Receipts to be exchanged for new Receipts specifically describing such new
deposited securities.

                  Anything to the contrary herein or in the Receipt
notwithstanding, holders of Receipts shall have the right from and after the
effective date or any such change in par or stated value, split-up, combination
or other reclassification of the Stock or any such recapitalization,
reorganization, merger, amalgamation, consolidation or sale, to the extent that
holders of Stock had the right, prior to or on the applicable effective date, to
convert, exchange or surrender shares of Stock into or for other stock,
securities, property or cash, to surrender such Receipts to the Depositary with
instructions to convert, exchange or surrender the Stock represented thereby
only into or for, as the case may be, the kind and amount of shares of stock and
other securities and property and cash into which the Stock represented by such
Receipts has been converted or for which such Stock might have been exchanged or
surrendered immediately prior to the effective date of such transaction.

                  SECTION 4.07 INSPECTION OF REPORTS. The Depositary shall make
available for inspection by holders of Receipts at the Depositary's Office, and
at such

                                       14

<PAGE>


other places as it may from time to time deem advisable, any reports and
communications received from the Company which are received by the Depositary as
the holder of Stock.

                  SECTION 4.08 LIST OF RECEIPT HOLDERS. Promptly, upon request
by the Company, the Depositary shall furnish to it a list, as of a specified
date, of the names and addresses of all persons in whose names Receipts are
registered on the books of the Depositary, and the amount of Stock represented
thereby.

                                   ARTICLE V

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

                  SECTION 5.01 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER
BOOKS BY THE DEPOSITARY; REGISTRAR. Upon execution of this Deposit Agreement,
the Depositary shall maintain, at the Depositary's Office, facilities for the
execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.

                  The Depositary shall, with the approval of the Company,
appoint a Registrar for registration of such Receipts or Depositary Shares in
accordance with any requirements of any applicable stock exchange in which the
Receipts or the Depositary Shares may be listed. Such Registrar (which may be
the Depositary if so permitted by the requirements of such exchange) may be
removed and a substitute Registrar appointed by the Depositary upon the request
or with the approval of the Company. If the Receipts, the Depositary Shares or
the Stock are listed on one or more other stock exchanges, the Depositary will,
at the request of the Company, arrange such facilities for the delivery,
registration, registration of transfer, surrender and exchange of such Receipts,
such Depositary Shares or such Stock as may be required by law or applicable
stock exchange regulation.

                  The Registrar shall maintain books at the Depositary's Office
for the registration and registration of transfer of Receipts or at such other
place as shall be approved by the Company and of which the holders of Receipts
shall have reasonable notice, which books at all reasonable times shall be open
for inspection by the record holders of Receipts.

                  The Depositary may cause the Registrar to close the books with
respect to the Receipts, at any time or from time to time, when the register of
stockholders of the Company is closed with respect to the Stock or when such
action is deemed necessary or advisable by the Depositary, any Depositary's
Agent or the Company because of any requirement of law or of any government,
governmental body or commission, stock

                                       15

<PAGE>


exchange or any applicable self-regulatory body, including, without limitation,
the NASD.

                  SECTION 5.02 PREVENTION OF 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 any Registrar nor the Company shall
incur any liability to any holder of any Receipt if by reason of any provision
of any present or future law, or regulation thereunder, of the United States of
America or of any other governmental authority or, in the case of the
Depositary, the Depositary's Agent or the Registrar, by reason of any provision,
present or future, of the Company's Certificate of Incorporation, as amended
(including the Amendment), or by reason of any act of God or war, the
Depositary, the Depositary's Agent, the Registrar or the Company shall be
prevented or forbidden from doing or performing any act or thing which the terms
of this Deposit Agreement provide shall be done or performed; nor shall the
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability or be subject to any obligation (i) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which 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 event of the gross
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.

                  SECTION 5.03 OBLIGATIONS OF THE DEPOSITARY, THE DEPOSITARY'S
AGENTS, THE REGISTRAR AND THE COMPANY. Neither the Depositary nor any
Depositary's Agent nor any Registrar nor the Company assumes any obligation or
shall be subject to any liability under this Deposit Agreement to holders of
Receipts other than for its gross negligence or willful misconduct.

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

                  Neither the Depositary nor any Depositary's Agent nor any
Registrar nor the Company shall be liable to any party hereto for any action or
any failure to act by it in reliance upon the written advice of legal counsel or
accountants, or information from any person presenting Stock for deposit or any
holder of a Receipt. The Depositary, any Depositary's Agent, any 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 party or parties specified in this
Agreement.

                  The Depositary shall not be responsible for any failure to
carry out any authorization to vote any of the shares of Stock or for the manner
or effect of any such

                                       16

<PAGE>


vote made, as long as such action or inaction is in good faith and does not
result from the gross negligence or willful misconduct of the Depositary. The
Depositary undertakes and shall cause any Registrar to undertake, to perform
such duties and only such duties as are specifically set forth in this Agreement
using its reasonable best efforts and in good faith. The parties hereto
acknowledge that no implied covenants or obligations shall be read into this
Deposit Agreement against the Depositary or any Registrar or against the Company
with respect to the Depositary and any Registrar. The Depositary will indemnify
the Company against any liability which may arise out of acts performed or
omitted by the Depositary or any Depositary's Agent due to its or their gross
negligence or bad faith. The Depositary, any Depositary's Agent, any Registrar
and the Company may own and deal in any class of securities of the Company and
its affiliates and in Receipts subject to the provisions of applicable law. The
Depositary may also act as transfer agent or registrar of any of the securities
of the Company and its affiliates.

                  SECTION 5.04 RESIGNATION AND REMOVAL OF THE DEPOSITARY:
APPOINTMENT OF SUCCESSOR DEPOSITARY. The Depositary may at any time resign as
Depositary hereunder by notice of its election so to do delivered to the
Company, such resignation to take effect upon the appointment of a successor
Depositary and its acceptance of such appointment as hereinafter provided. The
Depositary may at any time be removed by the Company by notice of such removal
delivered to the Depositary, such removal to take effect upon the appointment of
a successor Depositary and its acceptance of such appointment as hereinafter
provided.

                  In case the Depositary acting hereunder shall at any time
resign or be removed, the Company shall, within 60 days after the delivery of
the notice of resignation or removal, as the case may be, appoint a successor
Depositary, which shall be a bank or trust company having its principal office
in the United States of America and having a combined capital and surplus of at
least $50,000,000. Every successor Depositary shall execute and deliver to its
predecessor and to the Company an instrument in writing accepting its
appointment hereunder and agreeing to become a party to this Agreement, 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 execute and deliver an instrument
transferring to such successor all rights and powers of such predecessor
hereunder, shall duly assign, transfer and deliver all right, title and interest
in the Stock and any monies 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 or other entity into or with which the
Depositary may be merged, consolidated or converted, or to which the Depositary
may sell all or substantially all its assets, shall be the successor of such
Depositary without the execution or filing of any document or any further act.
Such successor Depositary may authenticate

                                       17

<PAGE>


the Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.

                  SECTION 5.05 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 furnished to it pursuant to Section 4.08, all notices and reports
(including without limitation financial statements) required by law, the rules
of any national securities exchange upon which the Stock, the Depositary Shares
or the Receipts are listed or by the Company's Certificate of Incorporation, as
amended (including the Amendment), 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.

                  SECTION 5.06 INDEMNIFICATION BY THE COMPANY. The Company shall
indemnify the Depositary, any Depositary's Agent and any Registrar against, and
hold each of them harmless from, any loss, liability or expense (including the
reasonable costs and expenses of defending itself) which may arise out of (i)
acts performed or omitted in connection with this Agreement and the Receipts (a)
by the Depositary, any Registrar or any of their respective agents (including
any Depositary's Agent), except for any liability arising out of gross
negligence or willful misconduct on the respective parts of any such person or
persons, or (b) by the Company or any of its agents, or (ii) the offer, sale or
registration of the Receipts or the Stock pursuant to the provisions hereof. The
obligations of the Company set forth in this Section 5.06 shall survive any
succession of any Depositary, Registrar or Depositary's Agent.

                  SECTION 5.07 CHARGES AND EXPENSES. The Company shall pay all
charges of the Depositary in connection with the initial deposit of the Stock
and the initial issuance of the Depositary Shares, and redemption of the Stock
at the option of the Company. All other transfer and other taxes and
governmental charges shall be at the expense of holders of Depositary Shares.
The Depositary may refuse to effect any transfer of a Receipt or any withdrawal
of Stock evidenced thereby until all such taxes and charges with respect to such
Receipt or Stock are paid by the holder thereof. If, at the request of a holder
of Receipts, the Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable for such charges and
expenses.

                  All other 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 payable by the Company only after prior
consultation and agreement between the Depositary and the Company and consent by
the Company to the incurrence of such expenses, which consent shall not be
unreasonably withheld. The Depositary shall present any statement for charges
and expenses to the Company promptly, unless the Company shall agree otherwise.


                                       18

<PAGE>

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

                  SECTION 6.01 AMENDMENT. The form of the Receipts and any
provisions 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 which
they may deem necessary or desirable; PROVIDED, HOWEVER, that no such amendment
which shall materially and adversely alter the rights of the holders of Receipts
shall be effective unless such amendment shall have been approved by the holders
of at least a majority of the Depositary Shares then outstanding. Every holder
of an outstanding Receipt at the time any such amendment becomes effective shall
be deemed, by continuing to hold such Receipt, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended thereby. In no
event shall any amendment impair the right, subject to the provisions of
Sections 2.05 and 2.06 hereof, of any owner of any Depositary Shares to
surrender any Receipt evidencing such Depositary Shares to the Depositary with
instructions to deliver to the holder the Stock and all money and other
property, if any, represented thereby, except in order to comply with mandatory
provisions of applicable law or the rules and regulations of any governmental
body, agency or commission, the NASD or any applicable stock exchange.

                  SECTION 6.02 TERMINATION. This Agreement may be terminated by
the Company or the Depositary only if (i) all outstanding Depositary Shares
shall have been redeemed pursuant to Section 2.03, (ii) all the Stock has been
withdrawn pursuant to Section 2.05, or (iii) there shall have been made a final
distribution in respect of the Stock in connection with any liquidation,
dissolution or winding up of the Company and such distribution shall have been
distributed to the holders of Depositary Shares pursuant to Section 4.01 or
4.02, as applicable.

                  Whenever the Deposit Agreement has been terminated pursuant to
(iii) above, the Depositary will mail notice of such termination to the record
holders of all Depositary Shares then outstanding at least 30 days prior to the
date fixed in that notice for termination of the Deposit Agreement. If any
Depositary Shares remain outstanding after the date of termination, the
Depositary thereafter will discontinue the transfer of Depositary Shares, will
suspend the distribution of dividends to the owners thereof, and will not give
any further notices (other than notice of such termination) or perform any
further acts under this Deposit Agreement, except that the Depositary will
continue (i) to collect dividends on the Stock and any other distributions with
respect thereto, (ii) to deliver or cause to be delivered shares of Stock,
together with such dividends and distributions, or principal and interest, and
the net proceeds of any sales of rights, preferences, privileges or other
property (other than real property) in exchange for Depositary Shares
surrendered. At any time after the expiration of three years from the

                                       19

<PAGE>


date of termination, the Depositary may sell the Stock then held by it at a
public or private sale, at such place or places and upon such terms as it deems
proper and may thereafter hold the net proceeds of such sale, without liability
for interest, for the pro rata benefit of the owners of the Depositary Shares
which have not theretofore been surrendered. Subject to applicable escheat laws,
any monies set aside by the Company in respect of any payment with respect to
the Stock represented by the Depositary Shares, or dividends thereon, and
unclaimed at the end of three years form the date upon which such payment is due
and payable shall revert to the general funds of the Company, after which
reversion the holders of such Depositary Shares shall look only to the general
funds of the Company for payment thereof.

                  Upon the termination of this Deposit Agreement, the parties
hereto shall be discharged from all obligations under this Deposit Agreement
except for their respective obligations under Sections 5.03, 5.06 and 5.07.

                                       20

<PAGE>


                                  ARTICLE VII

                                  MISCELLANEOUS

                  SECTION 7.01 COUNTERPARTS. This Deposit Agreement may be
executed in any number of counterparts, and by each of the parties hereto on
separate counterparts, each of which counterparts, when so executed and
delivered, shall be deemed an original, but all such counterparts taken together
shall constitute one and the same instrument.

                  SECTION 7.02 EXCLUSIVE BENEFIT 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 7.03 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 modified thereby.

                  SECTION 7.04 NOTICES. Any and all notices to be given to the
Company hereunder or under the Receipts shall be in writing and shall be deemed
to have been duly given if personally delivered or sent by mail or telegram,
telecopy or telex confirmed by letter, addressed to the Company at 555 Broadway,
New York, New York 10012, (212) 343-6100: telecopy: (212) 343-6965, Attention:
Charles B. Deull, Esq., or at any other address and to the attention of any
other person of which the Company shall have notified the Depositary in writing.

                    Any and all notices to be given to the Depositary hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or by telegram, telecopy or telex
confirmed by letter, addressed to the Depositary at the Depositary's Office, at
_____________________, telephone (___) ___-____, telecopy (___) ___-____,
Attention: ________________, or at any other address and to the attention of any
other person of which the Depositary shall have notified the Company in writing.
Any and all notices to be given to any record holder of a Receipt hereunder or
under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail or by telegram, telecopy or telex
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.


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<PAGE>


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

                  SECTION 7.05 DEPOSITARY'S AGENTS. The Depositary may from time
to time appoint any Depositary's Agent to act in any respect for the Depositary
for the purposes of this Deposit Agreement and may at any time appoint
additional Depositary's Agents and vary or terminate the appointment of such
Depositary's Agents. The Depositary will promptly notify the Company of any such
action.

                  SECTION 7.06 HOLDERS OF RECEIPTS ARE PARTIES. By acceptance of
delivery of the Receipts, any holder of such Receipt from time to time shall be
deemed to have agreed to become a party to this Deposit Agreement and to be
bound by all of the terms and conditions hereof and of the Receipts to the same
extent as though such person executed this Agreement.

                  SECTION 7.07 GOVERNING LAW. THIS DEPOSIT AGREEMENT AND THE
RECEIPTS AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND
THEREOF SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF NEW YORK (WITHOUT REFERENCE TO APPLICABLE CONFLICTS OF LAW PROVISIONS).

                  SECTION 7.08 INSPECTION OF DEPOSIT AGREEMENT. Copies of this
Deposit Agreement shall be filed with the Depositary and the Depositary's Agents
and shall be open to inspection during business hours at the Depositary's Office
and the respective offices of the Depositary's Agents, if any, by any holder of
a Receipt.

                  SECTION 7.09 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 the Receipts or to have any bearing upon the
meaning or interpretation of any provision contained herein or in the Receipts.


                                       22


<PAGE>


                  IN WITNESS WHEREOF, the Company and the Depositary have duly
executed this 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.

                                            SCHOLASTIC CORPORATION

                                            By: ___________________________
                                                Name:
                                                Title:

                                            [NAME OF DEPOSITARY],
                                               as Depositary

                                            By: __________________________
                                                Name:
                                                Title:


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<PAGE>




                                                                       EXHIBIT A



            FORM OF RECEIPT CERTIFICATE FOR ______ DEPOSITARY SHARES

TRANSFERABLE                                    CUSIP _______________ DEPOSITARY
RECEIPT
This Certificate is                              SEE REVERSE FOR
transferable in                                  CERTAIN DEFINITIONS

----------, ----------

DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH DEPOSITARY SHARE REPRESENTING A
_________ INTEREST IN ONE SHARE OF SERIES __ PREFERRED STOCK

                             SCHOLISTIC CORPORATION

                             A Delaware Corporation

[NAME OF DEPOSITARY], as Depositary (the "Depositary"), hereby certifies that


is the registered owner of ____________________ DEPOSITARY SHARES ("Depositary
Shares"), each Depositary Share representing a ______ interest in one share of
Series __ Preferred Stock, par value $1.00 per share, (the "Stock"), of
Scholastic Corporation, a Delaware corporation (the "Corporation"), on deposit
with the Depositary, subject to the terms and entitled to the benefits of the
Deposit Agreement dated as of ____________ __, ____ (the "Deposit Agreement"),
between the Corporation and the Depositary. By accepting this Depositary
Receipt, the holder hereof becomes a party to and agrees to be bound by all the
terms and conditions of the Deposit Agreement. This Depositary Receipt shall not
be valid or obligatory for any purpose or be entitled to any benefits under the
Deposit Agreement unless it shall have been executed by the Depositary by the
manual signature of a duly authorized officer or, if executed in facsimile by
the Depositary, countersigned by a Registrar in respect of the Depositary
Receipts by a duly authorized officer thereof.

Dated: ____________ __, ____

                                            [NAME OF DEPOSITARY]
                                            Depositary

                                            By: ______________________

                                                   Authorized Officer

                                            [REGISTRAR], Registrar

                                            By: ______________________

                                                   Authorized Officer


                                       24

<PAGE>


                             SCHOLASTIC CORPORATION

SCHOLASTIC CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH HOLDER OF A RECEIPT
WHO SO REQUESTS A COPY OR SUMMARY OF THE DEPOSIT AGREEMENT AND A COPY OR SUMMARY
OF THE PORTIONS OF THE CERTIFICATE OF INCORPORATION ESTABLISHING THE
DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES AND LIMITATIONS APPLICABLE TO SHARES
OF EACH CLASS AND THE VARIATIONS IN RIGHTS, PREFERENCES AND LIMITATIONS
DETERMINED FOR EACH SERIES (AND THE AUTHORITY OF THE BOARD OF DIRECTORS TO
DETERMINE VARIATIONS FOR FUTURE SERIES) WHICH THE CORPORATION IS AUTHORIZED TO
ISSUE, INCLUDING THE SERIES __ PREFERRED STOCK. ANY SUCH REQUEST SHOULD BE
ADDRESSED TO SCHOLASTIC CORPORATION, 555 BROADWAY, NEW YORK, NEW YORK 10012,
ATTENTION: Secretary.

                                  ABBREVIATIONS

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

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN  - as joint tenants with right of survivorship and not as tenants in
common

UNIF GIFT MIN ACT - ______ Custodian _______
         (Cust)     (Minor)



                           under Uniform Gifts to
                           Minors Act _____________
                                         (State)

 UNIF GIFT MIN ACT - ______ Custodian (until age ____)

                  (Cust)
                          ______ under Uniform Transfers
                         (Minor) to Minors Act ______________
                                                   (State)


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



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