<PAGE>

                                                                     EXHIBIT 4.1


Execution Copy
--------------

________________________________________________________________________________

                          LOGITECH INTERNATIONAL S.A.

                                      AND

                              THE BANK OF NEW YORK

                                 As Depositary

                                      AND

          OWNERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY RECEIPTS

                               Deposit Agreement

                           Dated as of March 27, 1997
________________________________________________________________________________
<PAGE>

                               TABLE OF CONTENTS

                                      Page

     PARTIES                                                            1

     RECITALS                                                           1


                                   ARTICLE 1

     DEFINITIONS

     SECTION 1.01.  American Depositary Shares                          1

     SECTION 1.02.  Beneficial Owner                                    2

     SECTION 1.03.  Commission                                          2

     SECTION 1.04.  Company                                             2

     SECTION 1.05.  Custodian                                           2

     SECTION 1.06.  Deposit Agreement                                   2

     SECTION 1.07.  Depositary; Corporate Trust Office                  2

     SECTION 1.08.  Deposited Securities                                2

     SECTION 1.09.  Dollars                                             2

     SECTION 1.10.  Foreign Registrar                                   3

     SECTION 1.11.  Owner                                               3

     SECTION 1.12.  Receipts                                            3

     SECTION 1.13.  Registrar                                           3

     SECTION 1.14.  Restricted Securities                               3

     SECTION 1.15.  Securities Act of 1933                              3

     SECTION 1.16.  Shares                                              3

                                   ARTICLE 2
<PAGE>

     FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND DELIVERY,
     TRANSFER AND SURRENDER OF RECEIPTS

     SECTION 2.01.  Form and Transferability of Receipts                   4

     SECTION 2.02.  Deposit of Shares                                      5

     SECTION 2.03.  Execution and Delivery of Receipts                     6

     SECTION 2.04.  Transfer of Receipts; Combination and Split-up
                    of Receipts                                            6

     SECTION 2.05.  Surrender of Receipts and Withdrawal of Shares         7

     SECTION 2.06.  Limitations on Execution and Delivery, Transfer
                    and Surrender of Receipts                              8

     SECTION 2.07.  Lost Receipts, etc.                                    9

     SECTION 2.08.  Cancellation and Destruction of Surrendered Receipts   9

     SECTION 2.09.  Pre-Release of Receipts                                9

                                   ARTICLE 3

     CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL OWNERS OF RECEIPTS

     SECTION 3.01.  Filing Proofs, Certificates and Other Information     10

     SECTION 3.02.  Liability of Owner or Beneficial Owner for Taxes      10
<PAGE>

     SECTION 3.03.  Warranties on Deposit of Shares                       11

                                   ARTICLE 4

     THE DEPOSITED SECURITIES

     SECTION 4.01.  Cash Distributions                                    11

     SECTION 4.02.  Distributions Other Than Cash, Shares or Rights       12

     SECTION 4.03.  Distributions in Shares                               12

     SECTION 4.04.  Rights                                                13

     SECTION 4.05.  Conversion of Foreign Currency                        15

     SECTION 4.06.  Fixing of Record Date                                 16

     SECTION 4.07.  Voting of Deposited Securities                        16

     SECTION 4.08.  Changes Affecting Deposited Securities                17

     SECTION 4.09.  Reports                                               18

     SECTION 4.10.  Lists of Owners                                       18

     SECTION 4.11.  Withholding                                           18

                                   ARTICLE 5

     THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY

     SECTION 5.01.  Maintenance of Office and Transfer Books by
                    the Depositary                                        19

     SECTION 5.02.  Prevention or Delay in Performance by the
                    Depositary or the Company                             19

     SECTION 5.03.  Obligations of the Depositary, the Custodian
                    and the Company                                       20
<PAGE>

     SECTION 5.04.  Resignation and Removal of the Depositary             21

     SECTION 5.05.  The Custodians                                        22

     SECTION 5.06.  Notices and Reports                                   22

     SECTION 5.07.  Distribution of Additional Shares, Rights, etc.       23

     SECTION 5.08.  Indemnification                                       23

     SECTION 5.09.  Charges of Depositary                                 24

     SECTION 5.10.  Retention of Depositary Documents                     25

     SECTION 5.11.  Exclusivity                                           25

     SECTION 5.12.  List of Restricted Securities Owners                  25

                                   ARTICLE 6

     AMENDMENT AND TERMINATION

     SECTION 6.01.  Amendment                                             26

     SECTION 6.02.  Termination                                           26

                                   ARTICLE 7

     MISCELLANEOUS

     SECTION 7.01.  Counterparts                                          27

     SECTION 7.02.  No Third Party Beneficiaries                          27

     SECTION 7.03.  Severability                                          28

     SECTION 7.04.  Owners and Beneficial Owners as Parties;
                    Binding Effect                                        28

     SECTION 7.05.  Notices                                               28
<PAGE>

     SECTION 7.06.  Governing Law                                         29
<PAGE>

                               DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT dated as of March 27, 1997 among LOGITECH INTERNATIONAL
S.A., incorporated under the laws of Switzerland (herein called the Company),
THE BANK OF NEW YORK, a New York banking corporation (herein called the
Depositary), and all Owners and Beneficial Owners from time to time of American
Depositary 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 (as hereinafter defined) of the
Company from time to time with the Depositary or with the Custodian (as
hereinafter defined) as agent of the Depositary for the purposes set forth in
this Deposit Agreement, for the creation of American Depositary Shares
representing the Shares so deposited and for the execution and delivery of
American Depositary Receipts evidencing the American Depositary Shares; and

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

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

                                   ARTICLE 1

                                  DEFINITIONS

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

     SECTION 1.01. American Depositary Shares.  The term "American Depositary
                   --------------------------
Shares" shall mean the securities representing the interests in the Deposited
Securities and evidenced by the Receipts issued hereunder.  Each American
Depositary Share shall represent one-tenth of one Share, until there shall occur
a distribution upon Deposited Securities covered by Section 4.03 or a change in
Deposited Securities covered by Section 4.08 with respect to which additional
Receipts are not executed and delivered, and thereafter American Depositary
Shares shall evidence the amount of Shares or Deposited Securities specified in
such Sections.

     SECTION 1.02. Beneficial Owner.  The term "Beneficial Owner" shall mean
                   ----------------
each person owning from time to time any beneficial interest in the American
Depositary Shares evidenced by any Receipt.

     SECTION 1.03. Commission.  The term "Commission" shall mean the Securities
                   ----------
and Exchange Commission of the United States or any successor governmental
agency in the United States.
<PAGE>

     SECTION 1.04. Company.  The term "Company" shall mean Logitech
                   -------
International S.A., incorporated under the laws of Switzerland, and its
successors.

     SECTION 1.05. Custodian.  The term "Custodian" shall mean the Zurich,
                   ---------
Switzerland office of Swiss Bank Corporation, as agent of the Depositary for the
purposes of this Deposit Agreement, and any other firm or corporation which may
hereafter be appointed by the Depositary pursuant to the terms of Section 5.05,
as substitute or additional custodian or custodians hereunder, as the context
shall require and shall also mean all of them collectively.

     SECTION 1.06. Deliver; Deposit; Surrender; Transfer; Withdraw.  The terms
                   -----------------------------------------------
"deliver", "deposit", "surrender", "transfer" or "withdraw", when used with
 -------    -------    ---------    --------      --------
respect to Shares or American Depositary Shares shall refer, where the context
requires, to an entry or entries or an electronic transfer or transfers in an
account or accounts maintained by institutions authorized under applicable law
to effect transfers of securities (which may include the SEGA communication and
clearing system) and not to the physical transfer of certificates representing
the Shares or American Depositary Shares.

     SECTION 1.07. Deposit Agreement.  The term "Deposit Agreement" shall mean
                   -----------------
this Agreement, as the same may be amended from time to time in accordance with
the provisions hereof.

     SECTION 1.08. Depositary; Corporate Trust Office.  The term "Depositary"
                   ----------------------------------
shall mean The Bank of New York, a New York banking corporation, and any
successor as depositary hereunder.  The term "Corporate Trust Office", when used
with respect to the Depositary, shall mean the office of the Depositary which at
the date of this Agreement is 101 Barclay Street, New York, New York  10286.

     SECTION 1.09. Deposited Securities.  The term "Deposited Securities" as of
                   --------------------
any time shall mean Shares at such time deposited or deemed to be deposited
under this Deposit Agreement and any and all other securities, property and cash
received by the Depositary or the Custodian in respect thereof and at such time
held hereunder, subject as to cash to the provisions of Section 4.05.

     SECTION 1.10. Dollars.  The term "Dollars" shall mean United States
                   -------
dollars.  The term "Francs" or "CHF" shall mean Swiss francs.

     SECTION 1.11. Foreign Registrar.  The term "Foreign Registrar" shall mean
                   -----------------
the entity that presently carries out the duties of registrar for the Shares or
any successor as registrar for the Shares and any other appointed agent of the
Company for the transfer and registration of Shares.

     SECTION 1.12. Owner.  The term "Owner" shall mean the person in whose name
                   -----
a Receipt is registered on the books of the Depositary maintained for such
purpose.

     SECTION 1.13. Receipts.  The term "Receipts" shall mean the American
                   --------
Depositary Receipts issued hereunder evidencing American Depositary Shares.
<PAGE>

     SECTION 1.14. Registrar.  The term "Registrar" shall mean any bank or trust
                   ---------
company having an office in the Borough of Manhattan, The City of New York,
which shall be appointed to register Receipts and transfers of Receipts as
herein provided.

     SECTION 1.15. Securities Act of 1933.  The term "Securities Act of 1933"
                   ----------------------
shall mean the United States Securities Act of 1933, as from time to time
amended.

     SECTION 1.16. SEGA.  The term "SEGA" shall mean the Schweizerische
                   ----
Effekten-Giro Aktiengesellschaft, the Swiss central depository.

     SECTION 1.17. Shares.  The term "Shares" shall mean Registered Shares of
                   ------
the Company, par value Chf 20.00 per share, heretofore validly issued and
outstanding and fully paid, not subject to calls for additional payments of any
kind and free of any pre-emptive rights of the holders of outstanding Shares or
hereafter validly issued and outstanding and fully paid, not subject to calls
for additional payments of any kind and free of any pre-emptive rights of the
holders of outstanding Shares or interim certificates representing such Shares.

                                   ARTICLE 2

               FORM OF RECEIPTS, DEPOSIT OF SHARES, EXECUTION AND

     DELIVERY, TRANSFER AND SURRENDER OF RECEIPTS

     SECTION 2.01. Form and Transferability of Receipts.  Definitive Receipts
                   ------------------------------------
shall be substantially in the form set forth in Exhibit A annexed to this
Deposit Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided.  No Receipt shall be entitled to any benefits under this
Deposit Agreement or be valid or obligatory for any purpose, unless such Receipt
shall have been executed by the Depositary by the manual signature of a duly
authorized signatory of the Depositary; provided, however, that such signature
                                        --------  -------
may be a facsimile if a Registrar for the Receipts shall have been appointed and
such Receipts are countersigned by the manual signature of a duly authorized
officer of the Registrar.  The Depositary shall maintain books on which each
Receipt so executed and delivered as hereinafter provided and the transfer of
each such Receipt shall be registered.  Receipts bearing the manual or facsimile
signature of a duly authorized signatory of the Depositary who was at any time a
proper signatory of the Depositary shall bind the Depositary, notwithstanding
that such signatory has ceased to hold such office prior to the execution and
delivery of such Receipts by the Registrar or did not hold such office on the
date of issuance of such Receipts.

     The Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or modifications 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 regulations thereunder or with the rules and
regulations of any securities exchange upon which American 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 underlying Deposited Securities or
otherwise.
<PAGE>

     Title to a Receipt (and to the American Depositary Shares evidenced
thereby), when properly endorsed or accompanied by proper instruments of
transfer, shall be transferable by delivery with the same effect as in the case
of a negotiable instrument under the laws of the State of New York; provided,
                                                                    --------
however, that the Depositary, notwithstanding any notice to the contrary, may
-------
treat the Owner thereof as the absolute owner thereof for the purpose of
determining the person entitled to distribution of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

     SECTION 2.02. Deposit of Shares.  Subject to the terms and conditions of
                   -----------------
this Deposit Agreement, Shares or evidence of rights to receive Shares may be
deposited by delivery thereof to any Custodian hereunder, accompanied by any
appropriate instrument or instruments of transfer, or endorsement, in form
satisfactory to the Custodian, together with all such certifications as may be
required by the Depositary or the Custodian in accordance with the provisions of
this Deposit Agreement, and, if the Depositary requires, together with a written
order 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 American Depositary Shares representing such deposit.  If at any
time currency exchange is being regulated in Switzerland by a governmental body,
no Share shall be accepted for deposit unless accompanied by evidence
satisfactory to the Depositary that any necessary approval has been granted by
such governmental body. If required by the Depositary, Shares presented for
deposit at any time, whether or not the transfer books of the Company or the
Foreign Registrar, if applicable, are closed, shall also be accompanied by an
agreement or assignment, or other instrument satisfactory to the Depositary,
which will provide for the prompt transfer to the Custodian of any dividend, or
right to subscribe for additional Shares or to receive other property which any
person in whose name the Shares are or have been recorded may thereafter receive
upon or in respect of such deposited Shares, or in lieu thereof, such agreement
of indemnity or other agreement as shall be satisfactory to the Depositary.

     At the request, risk and expense of any person proposing to deposit Shares,
and for the account of such person, the Depositary may receive Shares to be
deposited, together with the other instruments herein specified, for the purpose
of forwarding such Shares to the Custodian for deposit hereunder.

     Upon each delivery to a Custodian of Shares to be deposited hereunder,
together with the other documents above specified, such Custodian shall, as soon
as transfer and recordation can be accomplished, present such Shares to the
Company or the Foreign Registrar, if applicable, for transfer and recordation of
the Shares being deposited in the name of the Depositary or its nominee or such
Custodian or its nominee.

     Deposited Securities shall be held by the Depositary or by a Custodian for
the account and to the order of the Depositary or at such other place or places
as the Depositary shall determine.

     SECTION 2.03. Execution and Delivery of Receipts.  Upon receipt by any
                   ----------------------------------
Custodian of any deposit pursuant to Section 2.02 hereunder (and in addition, if
the transfer books of the Company or the Foreign Registrar, if applicable, are
open, the Depositary may in its sole discretion require a proper acknowledgment
or other evidence from the Company that any Deposited Securities have
<PAGE>

been recorded upon the books of the Company or the Foreign Registrar, if
applicable, in the name of the Depositary or its nominee or such Custodian or
its nominee), together with the other documents required as above specified,
such Custodian shall notify the Depositary of such deposit and the person or
persons to whom or upon whose written order a Receipt or Receipts are
deliverable in respect thereof and the number of American Depositary Shares to
be evidenced thereby. Such notification shall be made by letter or, at the
request, risk and expense of the person making the deposit, by cable, telex or
facsimile transmission. Upon receiving such notice from such Custodian, or upon
the receipt of Shares by the Depositary, the Depositary, subject to the terms
and conditions of this Deposit Agreement, shall execute and deliver at its
Corporate Trust Office, to or upon the order of the person or persons entitled
thereto, a Receipt or Receipts, registered in the name or names and evidencing
any authorized number of American Depositary Shares requested by such person or
persons, but only upon payment to the Depositary of the fees and expenses of the
Depositary for the execution and delivery of such Receipt or Receipts as
provided in Section 5.09, and of all taxes and governmental charges and fees
payable in connection with such deposit and the transfer of the Deposited
Securities.

     SECTION 2.04. Transfer of Receipts; Combination and Split-up of Receipts.
                   ----------------------------------------------------------
The Depositary, subject to the terms and conditions of this Deposit Agreement,
shall register transfers of Receipts on its transfer books from time to time,
upon any surrender of a Receipt, by the Owner in person or by a duly authorized
attorney, properly endorsed or accompanied by proper instruments of transfer,
and duly stamped as may be required by the laws of the State of New York and of
the United States of America.  Thereupon the Depositary shall execute a new
Receipt or Receipts and deliver the same to or upon the order of the person
entitled thereto.

     The Depositary, subject to the terms and conditions of this Deposit
Agreement, shall upon surrender of a Receipt or Receipts for the purpose of
effecting a split-up or combination of such Receipt or Receipts, execute and
deliver a new Receipt or Receipts for any authorized number of American
Depositary Shares requested, evidencing the same aggregate number of American
Depositary Shares as the Receipt or Receipts surrendered.

     The Depositary may appoint one or more co-transfer agents for the purpose
of effecting transfers, combinations and split-ups of Receipts at designated
transfer offices on behalf of the Depositary.  In carrying out its functions, a
co-transfer agent may require evidence of authority and compliance with
applicable laws and other requirements by Owners or persons entitled to Receipts
and will be entitled to protection and indemnity to the same extent as the
Depositary.

     SECTION 2.05. Surrender of Receipts and Withdrawal of Shares.  Upon
                   ----------------------------------------------
surrender at the Corporate Trust Office of the Depositary of a Receipt for the
purpose of withdrawal of the Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, and upon payment of the fee of the
Depositary for the surrender of Receipts as provided in Section 5.09 and payment
of all taxes and governmental charges payable in connection with such surrender
and withdrawal of the Deposited Securities, and subject to the terms and
conditions of this Deposit Agreement, the Owner of such Receipt shall be
entitled to delivery, to him or upon his order, of the amount of Deposited
Securities at the time represented by the American Depositary Shares evidenced
by such Receipt.  Delivery of such Deposited Securities may be made by the
delivery of
<PAGE>

(a) Shares registered in the name of such Owner or as ordered by him or properly
endorsed or accompanied by proper instruments of transfer to such Owner or as
ordered by him and (b) any other securities, property and cash to which such
Owner is then entitled in respect of such Receipts to such Owner or as ordered
by him. Such delivery shall be made, as hereinafter provided, without
unreasonable delay.

     A Receipt surrendered for such purposes may be required by the Depositary
to be properly endorsed in blank or accompanied by proper instruments of
transfer in blank, and if the Depositary so requires, the Owner thereof shall
execute and deliver to the Depositary a written order directing the Depositary
to cause the Deposited Securities being withdrawn to be delivered to or upon the
written order of a person or persons designated in such order.  Thereupon the
Depositary shall direct the Custodian to deliver at the Zurich office of such
Custodian, subject to Sections 2.06, 3.01 and 3.02 and to the other terms and
conditions of this Deposit Agreement, to or upon the written order of the person
or persons designated in the order delivered to the Depositary as above
provided, the amount of Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, except that the Depositary may make
delivery to such person or persons at the Corporate Trust Office of the
Depositary of any dividends or distributions with respect to the Deposited
Securities represented by the American Depositary Shares evidenced by such
Receipt, or of any proceeds of sale of any dividends, distributions or rights,
which may at the time be held by the Depositary.

     At the request, risk and expense of any Owner so surrendering a Receipt,
and for the account of such Owner, the Depositary shall direct the Custodian to
forward any cash or other property (other than rights) comprising, and forward a
certificate or certificates and other proper documents of title for, the
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt to the Depositary for delivery at the Corporate Trust Office of the
Depositary.  Such direction shall be given by letter or, at the request, risk
and expense of such Owner, by cable, telex or facsimile transmission.

     SECTION 2.06. Limitations on Execution and Delivery, Transfer and Surrender
                   -------------------------------------------------------------
of Receipts.  As a condition precedent to the execution and delivery,
-----------
registration of transfer, split-up, combination or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, Custodian or Registrar
may require payment from the depositor of Shares or the presenter of the Receipt
of a sum sufficient to reimburse it for any tax or other governmental charge and
any stock transfer or registration fee with respect thereto (including any such
tax or charge and fee with respect to Shares being deposited or withdrawn) and
payment of any applicable fees as herein provided, may require the production of
proof satisfactory to it as to the identity and genuineness of any signature and
may also require compliance with any requirements the Depositary may impose
consistent with the provisions of this Deposit Agreement, including, without
limitation, this Section 2.06.

     The delivery of Receipts against deposit of Shares generally or against
deposit of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary or the Company at any time or from time
to time because of any
<PAGE>

requirement of law or of any government or governmental body or commission, or
under any provision of this Deposit Agreement, or for any other reason, subject
to the provisions of the following sentence. Notwithstanding anything to the
contrary in this Deposit Agreement, the surrender of outstanding Receipts and
withdrawal of Deposited Securities may not be suspended subject only to (i)
temporary delays caused by closing the transfer books of the Depositary or the
Company or the deposit of Shares in connection with voting at a shareholders'
meeting, or the payment of dividends, (ii) the payment of fees, taxes and
similar charges, and (iii) compliance with any U.S. or foreign laws or
governmental regulations relating to the Receipts or to the withdrawal of the
Deposited Securities. Without limitation of the foregoing, the Depositary shall
not knowingly accept for deposit under this Deposit Agreement any Shares
required to be registered under the provisions of the Securities Act of 1933,
unless a registration statement is in effect as to such Shares.

     SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be mutilated,
                   -------------------
destroyed, lost or stolen, the Depositary shall execute and deliver a new
Receipt of like tenor in exchange and substitution for such mutilated Receipt
upon cancellation thereof, or in lieu of and in substitution for such destroyed,
lost or stolen Receipt.  Before the Depositary shall execute and deliver a new
Receipt in substitution for a destroyed, lost or stolen Receipt, the Owner
thereof shall have (a) filed with the Depositary (i) a request for such
execution and delivery before the Depositary has notice that the Receipt has
been acquired by a bona fide purchaser and (ii) a sufficient indemnity bond and
(b) satisfied any other reasonable requirements imposed by the Depositary.

     SECTION 2.08. Cancellation and Destruction of Surrendered Receipts.  All
                   ----------------------------------------------------
Receipts surrendered to the Depositary shall be canceled by the Depositary.  The
Depositary is authorized to destroy Receipts so canceled.

     SECTION 2.09. Pre-Release of Receipts.  Notwithstanding Section 2.03
                   -----------------------
hereof, the Depositary may execute and deliver Receipts prior to the receipt of
Shares pursuant to Section 2.02 (a "Pre-Release").  The Depositary may, pursuant
to Section 2.05, deliver Shares upon the receipt and cancellation of Receipts
which have been Pre-Released, whether or not such cancellation is prior to the
termination of such Pre-Release or the Depositary knows that such Receipt has
been Pre-Released.  The Depositary may receive Receipts in lieu of Shares in
satisfaction of a Pre-Release.  Each Pre-Release will be (a) preceded or
accompanied by a written representation from the person to whom Receipts or
Shares are to be delivered, that such person, or its customer, owns the Shares
or Receipts to be remitted, as the case may be, (b) at all times fully
collateralized with cash or such other collateral as the Depositary deems
appropriate, (c) terminable by the Depositary on not more than five (5) business
days notice, and (d) subject to such further indemnities and credit regulations
as the Depositary deems appropriate.  The number of American Depositary Shares
which are outstanding at any time as a result of Pre-Release will not normally
exceed thirty percent (30%) of the Shares deposited hereunder; provided,
                                                               --------
however, that the Depositary reserves the right to change or disregard such
-------
limit from time to time as it deems appropriate.

     The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.

                                   ARTICLE 3
<PAGE>

                  CERTAIN OBLIGATIONS OF OWNERS AND BENEFICIAL

     OWNERS OF RECEIPTS

     SECTION 3.01. Filing Proofs, Certificates and Other Information.  Any
                   -------------------------------------------------
person presenting Shares for deposit or any Owner or Beneficial Owner of a
Receipt may be required from time to time to file with the Depositary or the
Custodian such proof of citizenship or residence, any required exchange control
approval, or such information relating to the registration on the books of the
Company or the Foreign Registrar, if applicable, to execute such certificates
and to make such representations and warranties, as the Depositary may deem
necessary or proper.  The Depositary may withhold the delivery or registration
of transfer of any Receipt or the distribution of any dividend or sale or
distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made.  The
Depositary shall, at the request of the Company, advise the Company of the
availability of any such proofs, certificates or other information and shall
provide copies thereof to the Company as promptly as practicable upon request by
the Company, unless such disclosure is prohibited by law.

     SECTION 3.02. Liability of Owner or Beneficial Owner for Taxes.  If any tax
                   ------------------------------------------------
or other governmental charge shall become payable by the Custodian or the
Depositary with respect to any Receipt or any Deposited Securities represented
by any Receipt, such tax or other governmental charge shall be payable by the
Owner or Beneficial Owner of such Receipt to the Depositary.  The Depositary may
refuse to effect any transfer of such Receipt or any withdrawal of Deposited
Securities represented by American Depositary Shares evidenced by such Receipt
until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or Beneficial Owner
thereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by such Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge, and the Owner or Beneficial Owner of such Receipt
shall remain liable for any deficiency.

     SECTION 3.03. Warranties on Deposit of Shares.  Every person depositing
                   -------------------------------
Shares under this Deposit Agreement shall be deemed thereby to represent and
warrant that (a) such Shares and each certificate therefor are validly issued,
fully paid, not subject to calls for additional payments of any kind and free of
any preemptive rights of the holders of outstanding Shares, (b) such person is
duly authorized so to do and (c)(i) registration under the Securities Act of
1933 is not required in connection with the public offer and sale of such Shares
in the United States, (ii) the offer and sale of such Shares is registered under
the Securities Act of 1933, or (iii) such person acquired such Shares in a
transaction meeting the requirements of Rule 144 under the Securities Act of
1933 and such Shares are no longer "restricted securities" within the meaning of
Rule 144.  Such representations and warranties shall survive the deposit of
Shares and issuance of Receipts.

                                   ARTICLE 4

                            THE DEPOSITED SECURITIES
<PAGE>

     SECTION 4.01. Cash Distributions.  Whenever the Depositary shall receive
                   ------------------
any cash dividend or other cash distribution on any Deposited Securities, the
Depositary shall, subject to the provisions of Section 4.05, convert such
dividend or distribution into Dollars and shall distribute the amount thus
received (net of the fees and expenses of the Depositary as provided in Section
5.09) to the Owners entitled thereto, in proportion to the number of American
Depositary Shares representing such Deposited Securities held by them
respectively; provided, however, that in the event that the Company or the
              --------  -------
Depositary shall be required to withhold and does withhold from such cash
dividend or such other cash distribution an amount on account of taxes, the
amount distributed to the Owner of the Receipts evidencing American Depositary
Shares representing such Deposited Securities shall be reduced accordingly.  The
Depositary shall distribute only such amount, however, as can be distributed
without attributing to any Owner a fraction of one cent.  Any such fractional
amounts shall be rounded to the nearest whole cent and so distributed to Owners
entitled thereto.  The Company or its agent will remit to the appropriate
governmental agency in Switzerland all amounts withheld and owing to such
agency.  The Depositary will forward to the Company or its agent such
information from its records as the Company may reasonably request to enable the
Company or its agent to file necessary reports with governmental agencies, and
the Depositary or the Company or its agent may file any such reports necessary
to obtain benefits under the applicable tax treaties for the Owners of Receipts.

     SECTION 4.02. Distributions Other Than Cash, Shares or Rights.  Subject to
                   -----------------------------------------------
the provisions of Sections 4.11 and 5.09, whenever the Depositary shall receive
any distribution other than a distribution described in Section 4.01, 4.03 or
4.04, the Depositary may, and shall at the request of the Company, cause the
securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the
Depositary as provided in Section 5.09 or any taxes or other governmental
charges, in proportion to the number of American Depositary Shares representing
such Deposited Securities held by them respectively, in any manner, after
consultation with the Company, to the extent practicable, that the Depositary
may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
--------  -------
cannot be made proportionately among the Owners entitled thereto, or if for any
other reason (including, but not limited to, any requirement that the Company or
the Depositary withhold an amount on account of taxes or other governmental
charges or that such securities must be registered under the Securities Act of
1933 in order to be distributed to Owners or Beneficial Owners) the Depositary
deems such distribution not to be feasible, the Depositary may, after
consultation with the Company, to the extent practicable, adopt such method as
it may deem equitable and practicable for the purpose of effecting such
distribution, including, but not limited to, the public or private sale of the
securities or property thus received, or any part thereof, and the net proceeds
of any such sale (net of the fees and expenses of the Depositary as provided in
Section 5.09) shall be distributed by the Depositary to the Owners entitled
thereto, all in the manner and subject to the conditions described in Section
4.01.

     SECTION 4.03. Distributions in Shares.  If any distribution upon any
                   -----------------------
Deposited Securities consists of a dividend in, or free distribution of, Shares,
the Depositary may, and will if the Company so requests, distribute to the
Owners of outstanding Receipts entitled thereto, in proportion to the number of
American Depositary Shares representing such Deposited Securities held by them,
additional Receipts evidencing an aggregate number of American Depositary Shares
representing
<PAGE>

the amount of Shares received as such dividend or free distribution, subject to
the terms and conditions of the Deposit Agreement with respect to the deposit of
Shares and the issuance of American Depositary Shares evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section 4.11 and the payment of the fees and expenses of the Depositary as
provided in Section 5.09. The Depositary may withhold any such distribution of
ADRs if it has not received satisfactory assurances from the Company that such
distribution does not require registration under the Securities Act of 1933 or
is exempt from registration under the provisions of such Act. In lieu of
delivering Receipts for fractional American Depositary Shares in any such case,
the Depositary shall sell the amount of Shares represented by the aggregate of
such fractions and distribute the net proceeds, all in the manner and subject to
the conditions described in Section 4.01. If additional Receipts are not so
distributed, each American Depositary Share shall thenceforth also represent the
additional Shares distributed upon the Deposited Securities represented thereby.

     SECTION 4.04. Rights.  In the event that the Company shall offer or cause
                   ------
to be offered to the holders of any Deposited Securities any rights to subscribe
for additional Shares or any rights of any other nature, the Depositary, after
consultation with the Company, to the extent practicable, shall have discretion
as to the procedure to be followed in making such rights available to any Owners
or in disposing of such rights on behalf of any Owners and making the net
proceeds available to such Owners or, if by the terms of such rights offering or
for any other reason, the Depositary may not either make such rights available
to any Owners or dispose of such rights and make the net proceeds available to
such Owners, then the Depositary shall allow the rights to lapse.  If at the
time of the offering of any rights the Depositary determines in its discretion,
after consultation with the Company, to the extent practicable, that it is
lawful and feasible to make such rights available to all or certain Owners but
not to other Owners, the Depositary may distribute to any Owner to whom it
determines the distribution to be lawful and feasible, in proportion to the
number of American Depositary Shares held by such Owner, warrants or other
instruments therefor in such form as it deems appropriate.

     In circumstances in which rights would otherwise not be distributed, if an
Owner of Receipts requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the American Depositary Shares of such
Owner hereunder, the Depositary will make such rights available to such Owner
upon written notice from the Company to the Depositary that (a) the Company has
elected in its sole discretion to permit such rights to be exercised and (b)
such Owner has executed such documents as the Company has determined in its sole
discretion are reasonably required under applicable law.

     If the Depositary has distributed warrants or other instruments for rights
to all or certain Owners, then upon instruction from such an Owner pursuant to
such warrants or other instruments to the Depositary from such Owner to exercise
such rights, upon payment by such Owner to the Depositary for the account of
such Owner of an amount equal to the purchase price of the Shares to be received
upon the exercise of the rights, and upon payment of the fees and expenses of
the Depositary as provided in Section 5.09 and any other charges as set forth in
such warrants or other instruments, the Depositary shall, on behalf of such
Owner, exercise the rights and purchase the Shares, and the Company shall cause
the Shares so purchased to be delivered to the Depositary on
<PAGE>

behalf of such Owner. As agent for such Owner, the Depositary will cause the
Shares so purchased to be deposited pursuant to Section 2.02 of this Deposit
Agreement, and shall, pursuant to Section 2.03 of this Deposit Agreement,
execute and deliver Receipts to such Owner. In the case of a distribution
pursuant to the preceding paragraph, such Receipts shall be legended if required
in accordance with applicable U.S. laws, and shall be subject to the appropriate
restrictions on sale, deposit, cancellation, and transfer under such laws.

     If the Depositary, after consultation with the Company, to the extent
practicable, determines in its discretion that it is not lawful and feasible to
make such rights available to all or certain Owners, it may sell the rights,
warrants or other instruments in proportion to the number of American Depositary
Shares held by the Owners to whom it has determined it may not lawfully or
feasibly make such rights available, and allocate the net proceeds of such sales
(net of the fees and expenses of the Depositary as provided in Section 5.09 and
all taxes and governmental charges payable in connection with such rights and
subject to the terms and conditions of this Deposit Agreement) for the account
of such Owners otherwise entitled to such rights, warrants or other instruments,
upon an averaged or other practical basis without regard to any distinctions
among such Owners because of exchange restrictions or the date of delivery of
any Receipt or otherwise.

     The Depositary will not offer rights to Owners unless both the rights and
the securities to which such rights relate are either exempt from, or not
subject to, registration under the Securities Act of 1933 with respect to a
distribution to all Owners or are registered under the provisions of such Act;
provided, that nothing in this Deposit Agreement shall create, any obligation on
--------
the part of the Company to file a registration statement with respect to such
rights or underlying securities or to endeavor to have such a registration
statement declared effective.  If an Owner of Receipts requests the distribution
of warrants or other instruments, notwithstanding that there has been no such
registration under such Act, the Depositary shall not effect such distribution
unless it has received an opinion from recognized counsel in the United States
for the Company upon which the Depositary may rely that such distribution to
such Owner is exempt from, or not subject to, such registration.

     The Depositary shall not be responsible for any failure to determine that
it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.

     SECTION 4.05. Conversion of Foreign Currency.  Whenever the Depositary or
                   ------------------------------
the Custodian shall receive foreign currency, by way of dividends or other
distributions or the net proceeds from the sale of securities, property or
rights, and if at the time of the receipt thereof the foreign currency so
received can in the judgment of the Depositary be converted on a reasonable
basis into Dollars and the resulting Dollars transferred to the United States,
the Depositary shall convert or cause to be converted, by sale or in any other
manner that it may determine, such foreign currency into Dollars, and such
Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation.  Such
distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners on account of exchange restrictions, the
date of delivery of any Receipt or otherwise and shall be net of any expenses of
conversion into Dollars incurred by the Depositary as provided in Section 5.09.
<PAGE>

     If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.

     If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, after consultation with the Company, to the extent
practicable, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such foreign currency)
received by the Depositary to, or in its discretion may hold such foreign
currency uninvested and without liability for interest thereon for the
respective accounts of, the Owners entitled to receive the same.

     If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the
extent permissible to the Owners entitled thereto and may distribute the balance
of the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.

     SECTION 4.06. Fixing of Record Date.  Whenever any cash dividend or other
                   ---------------------
cash distribution shall become payable or any distribution other than cash shall
be made, or whenever rights shall be issued with respect to the Deposited
Securities, or whenever the Depositary shall receive notice of any meeting of
holders of Shares or other Deposited Securities, or whenever for any reason the
Depositary causes a change in the number of Shares that are represented by each
American Depositary Share, or whenever the Depositary shall find it necessary or
convenient, the Depositary, after consultation with the Company, to the extent
practicable, shall fix a record date, which shall be the record date, if any,
established by the Company for such purpose or, if different, as close thereto
as practicable, (a) for the determination of the Owners who shall be (i)
entitled to receive such dividend, distribution or rights or the net proceeds of
the sale thereof or (ii) entitled to give instructions for the exercise of
voting rights at any such meeting, (b) on or after which each American
Depositary Share will represent the changed number of Shares or (c) obligated to
pay any charges pursuant to clause (8) of Section 5.09.  Subject to the
provisions of Sections 4.01 through 4.05 and to the other terms and conditions
of this Deposit Agreement, the Owners on such record date shall be entitled, as
the case may be, to receive the amount distributable by the Depositary with
respect to such dividend or other distribution or such rights or the net
proceeds of sale thereof in proportion to the number of American Depositary
Shares held by them respectively and to give voting instructions and to act in
respect of any other such matter.

     SECTION 4.07. Voting of Deposited Securities.  Upon receipt of notice of
                   ------------------------------
any meeting of holders of Shares or other Deposited Securities, if requested in
writing by the Company, the Depositary shall, as soon as practicable thereafter,
mail to the Owners a notice, in the form prepared by the Depositary after
consultation with the Company which shall contain (a) such information as is
<PAGE>

contained in such notice of meeting received by the Depositary from the Company,
(b) a statement that the Owners as of the close of business on a specified
record date will be entitled, subject to any applicable provision of Swiss law
and of the statuts of the Company, to instruct the Depositary as to the exercise
of the voting rights, if any, pertaining to the amount of Shares or other
Deposited Securities represented by their respective American Depositary Shares
and (c) a statement as to the manner in which instructions may be given,
including an express indication that such instructions may be given or deemed
given in accordance with the last sentence of this paragraph if no instruction
is received, to the Depositary to give a discretionary proxy to a person
designated by the Company (and the Company will cause such person to vote the
Shares represented by such Deposited Securities in accordance with instructions
of the Board of Directors of the Company).  Upon the written request of an Owner
on such record date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor, in so far as
practicable, to vote or cause to be voted the amount of Shares or other
Deposited Securities represented by the American Depositary Shares evidenced by
such Receipt in accordance with the instructions set forth in such request;
provided, that the Depositary shall not demand a poll.  The Depositary shall not
--------
vote or attempt to exercise the right to vote that attaches to the Shares or
other Deposited Securities, other than in accordance with such instructions or
deemed instructions.  If no instructions are received by the Depositary from any
Owner with respect to any of the Deposited Securities represented by the
American Depositary Shares evidenced by such Owner's Receipts on or before the
date established by the Depositary for such purpose, the Depositary shall deem
such Owner to have instructed the Depositary to give a discretionary proxy to a
person designated by the Company with respect to such Deposited Securities and
the Depositary shall give a discretionary proxy to a person to vote such
Deposited Securities (and the Company will cause such person to vote the Shares
represented by such Deposited Securities in accordance with instructions of the
Board of Directors of the Company); provided, that no such instruction shall be
                                    --------
deemed given and no such discretionary proxy shall be given with respect to any
matter as to which the Company informs the Depositary (and the Company agrees to
provide such information as promptly as practicable in writing) that (x) the
Company does not wish such proxy given, (y) substantial opposition exists or (z)
such matter materially and adversely affects the rights of holders of Shares.

     SECTION 4.08. Changes Affecting Deposited Securities.  In circumstances
                   --------------------------------------
where the provisions of Section 4.03 do not apply, upon any change in nominal
value, change in par value, split-up, consolidation or any other
reclassification of Deposited Securities, or upon any recapitalization,
reorganization, merger or consolidation or sale of assets affecting the Company
or to which it is a party, American Depositary Shares shall thenceforth
represent any securities which shall be received by the Depositary or a
Custodian in exchange for or in conversion of or in respect of Deposited
Securities, in addition to the existing Deposited Securities, the right to
receive the new Deposited Securities so received in exchange or conversion,
unless additional Receipts are delivered pursuant to the following sentence.  In
any such case the Depositary may, after consultation with the Company, and
shall, if the Company so requests, execute and deliver additional Receipts as in
the case of a dividend in Shares, or call for the surrender of outstanding
Receipts to be exchanged for new Receipts specifically describing such new
Deposited Securities.

     SECTION 4.09. Reports.  The Depositary shall make available for inspection
                   -------
by Owners at its Corporate Trust Office any reports and communications,
including any proxy soliciting material,
<PAGE>

received from the Company which are both (a) received by the Depositary as the
holder of the Deposited Securities and (b) made generally available to the
holders of such Deposited Securities by the Company. The Depositary shall also
send to the Owners copies of such reports when furnished by the Company pursuant
to Section 5.06. Any such reports and communications, including any such proxy
soliciting material, furnished to the Depositary by the Company shall be
furnished in English, to the extent such materials are required to be translated
into English pursuant to any regulations of the Commission.

     SECTION 4.10. Lists of Owners.  Promptly upon request by the Company, the
                   ---------------
Depositary shall, at the expense of the Company, furnish to it a list, as of a
recent date, of the names, addresses and holdings of American Depositary Shares
by all persons in whose names Receipts are registered on the books of the
Depositary.

     SECTION 4.11. Withholding.  In connection with any dividend or other
                   -----------
distribution to Owners, the Company or its agent will remit to the appropriate
governmental authority or agency all amounts (if any) required under applicable
law to be withheld and remitted by the Company or such agent and owing to such
governmental authority or agency by the Company or such agent; and the
Depositary and the Custodian will remit to the appropriate governmental
authority or agency all amounts (if any) required under applicable law to be
withheld and remitted by the Depositary or the Custodian and owing to such
authority or agency by the Depositary or the Custodian.  Either the Company or
the Depositary may file with any governmental agency any reports necessary to
obtain benefits under any applicable tax treaties for the Owners.  The
Depositary shall forward to the Company or its agent such information from its
records in relation to withholding from a dividend or other distribution on
Deposited Securities as the Company may reasonably request to enable the Company
or its agent to file necessary reports with governmental authorities or
agencies, and the Company and its agent shall forward to the Depositary such
information from its records in relation to withholding from a dividend or other
distribution on Deposited Securities as the Depositary may reasonably request to
enable the Depositary to file necessary reports with governmental authorities or
agencies.  In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary, after consultation with the Company, may by public or private
sale dispose of all or a portion of such property (including Shares and rights
to subscribe therefor) in such amounts and in such manner as the Depositary
deems necessary and practicable to pay such taxes or charges and the Depositary
shall distribute the net proceeds of any such sale after deduction of such taxes
or charges to the Owners entitled thereto in proportion to the number of
American Depositary Shares held by them respectively.  The Depositary shall make
and maintain reasonable arrangements to enable Owners to receive tax credits,
reduction in Swiss withholding tax or other benefits (pursuant to treaty or
otherwise) relating to dividend payments received in respect of the Shares
represented by the American Depositary Shares.

                                   ARTICLE 5

                 THE DEPOSITARY, THE CUSTODIANS AND THE COMPANY
<PAGE>

     SECTION 5.01. Maintenance of Office and Transfer Books by the Depositary.
                   ----------------------------------------------------------
Until termination of this Deposit Agreement in accordance with its terms, the
Depositary shall maintain in the Borough of Manhattan, The City of New York,
facilities for the execution and delivery, registration, registration of
transfers and surrender of Receipts in accordance with the provisions of this
Deposit Agreement.

     The Depositary shall keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Owners; provided that such inspection shall
                                            --------
not be for the purpose of communicating with Owners in the interest of a
business or object other than the business of the Company or a matter related to
this Deposit Agreement or the Receipts.

     The Depositary may close the transfer books, at any time or from time to
time, when deemed expedient by it in connection with the performance of its
duties hereunder.

     If any Receipts or the American Depositary Shares evidenced thereby are
listed on one or more stock exchanges in the United States, the Depositary shall
act as Registrar or appoint a Registrar or one or more co-registrars for
registry of such Receipts in accordance with any requirements of such exchange
or exchanges.

     SECTION 5.02. Prevention or Delay in Performance by the Depositary or the
                   -----------------------------------------------------------
Company.  Neither the Depositary nor the Company nor any of their respective
-------
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any governmental or regulatory authority or stock exchange, or by reason
of any provision, present or future, of the statuts of the Company, or by reason
of any provision of any securities issued or distributed by the Company, or any
offering or distribution thereof, or by reason of any act of God or war or other
circumstances beyond its control, the Depositary or the Company shall be
prevented, delayed or forbidden from, or be subject to any civil or criminal
penalty on account of, doing or performing any act or thing which by the terms
of this Deposit Agreement or Deposited Securities it is provided shall be done
or performed; nor shall the Depositary or the Company or any of their respective
directors, employees, agents or affiliates incur any liability to any Owner or
Beneficial Owner of any Receipt by reason of any nonperformance or delay, caused
as aforesaid, in the performance of any act or thing which by the terms of this
Deposit Agreement it is provided shall or may be done or performed, or by reason
of any exercise of, or failure to exercise, any discretion provided for in this
Deposit Agreement.  Where, by the terms of a distribution pursuant to Section
4.01, 4.02, or 4.03 of the Deposit Agreement, or an offering or distribution
pursuant to Section 4.04 of the Deposit Agreement, or for any other reason, such
distribution or offering may not be made available to Owners, and the Depositary
may not dispose of such distribution or offering on behalf of such Owners and
make the net proceeds available to such Owners, then the Depositary shall not
make such distribution or offering, and shall allow any rights, if applicable,
to lapse.

     SECTION 5.03. Obligations of the Depositary, the Custodian and the Company.
                   ------------------------------------------------------------
The Company assumes no obligation nor shall it be subject to any liability under
this Deposit Agreement
<PAGE>

to Owners or Beneficial Owners, except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without negligence or bad
faith.

     The Depositary assumes no obligation nor shall it be subject to any
liability under this Deposit Agreement to any Owner or Beneficial Owner
(including, without limitation, liability with respect to the validity or worth
of the Deposited Securities), except that it agrees to perform its obligations
specifically set forth in this Deposit Agreement without negligence or bad
faith.

     Neither the Depositary nor the Company shall be under any obligation to
appear in, prosecute or defend any action, suit or other proceeding in respect
of any Deposited Securities or in respect of the Receipts, which in its opinion
may involve it in expense or liability, unless indemnity satisfactory to it
against all expense and liability shall be furnished as often as may be
required, and the Custodian shall not be under any obligation whatsoever with
respect to such proceedings, the responsibility of the Custodian being solely to
the Depositary.

     Neither the Depositary nor the Company shall be liable for any action or
nonaction by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Shares for deposit, any Owner or any
other person believed by it in good faith to be competent to give such advice or
information.

     The Depositary shall not be liable for any acts or omissions made by a
successor depositary whether in connection with a previous act or omission of
the Depositary or in  connection with any matter arising wholly after the
removal or resignation of the Depositary, provided that in connection with the
issue out of which such potential liability arises the Depositary performed its
obligations without negligence or bad faith while it acted as Depositary.

     The Depositary shall not be responsible for any failure to carry out any
instructions to vote any of the Deposited Securities, or for the manner in which
any such vote is cast or the effect of any such vote, provided that any such
action or nonaction is in good faith.

     No disclaimer of liability under the Securities Act of 1933 is intended by
any provision of this Deposit Agreement.

     SECTION 5.04. Resignation and Removal of the Depositary.  The Depositary
                   -----------------------------------------
may at any time resign as Depositary hereunder by written 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 written notice
of such removal effective 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 use its best efforts to appoint a successor
depositary, which shall be a bank or trust company having an office in the
Borough of Manhattan, The City of New York.  Every successor depositary shall
execute and deliver to its predecessor and to the Company an instrument in
writing accepting
<PAGE>

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; but such predecessor, nevertheless,
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 Deposited Securities to such successor, and
shall deliver to such successor a list of the Owners of all outstanding
Receipts. Any such successor depositary shall promptly mail notice of its
appointment to the Owners.

     Any corporation into or with which the Depositary may be merged or
consolidated shall be the successor of the Depositary without the execution or
filing of any document or any further act.

     SECTION 5.05. The Custodians.  The Custodian shall be subject at all times
                   --------------
and in all respects to the directions of the Depositary and shall be responsible
solely to it.  Any Custodian may resign and be discharged from its duties
hereunder by notice of such resignation delivered to the Depositary at least 30
days prior to the date on which such resignation is to become effective.  If
upon such resignation there shall be no Custodian acting hereunder, the
Depositary shall, promptly after receiving such notice, appoint a substitute
custodian or custodians, each of which shall thereafter be a Custodian
hereunder.  Whenever the Depositary in its discretion determines that it is in
the best interest of the Owners to do so, it may appoint a substitute or
additional custodian or custodians, each of which shall thereafter be one of the
Custodians hereunder.  Upon demand of the Depositary any Custodian shall deliver
such of the Deposited Securities held by it as are requested of it to any other
Custodian or such substitute or additional custodian or custodians.  Each such
substitute or additional custodian shall deliver to the Depositary, forthwith
upon its appointment, an acceptance of such appointment satisfactory in form and
substance to the Depositary.

     Upon the appointment of any successor depositary hereunder, each Custodian
then acting hereunder shall forthwith become, without any further act or
writing, the agent hereunder of such successor depositary and the appointment of
such successor depositary shall in no way impair the authority of each Custodian
hereunder; but the successor depositary so appointed shall, nevertheless, on the
written request of any Custodian, execute and deliver to such Custodian all such
instruments as may be proper to give to such Custodian full and complete power
and authority as agent hereunder of such successor depositary.

     SECTION 5.06. Notices and Reports.  On or before the first date on which
                   -------------------
the Company gives notice, by publication or otherwise, of any meeting of holders
of Shares or other Deposited Securities, or of any adjourned meeting of such
holders, or of the taking of any action in respect of any cash or other
distributions or the offering of any rights, the Company agrees to transmit to
the Depositary and the Custodian a copy of the notice thereof in the form given
or to be given to holders of Shares or other Deposited Securities.

     The Company will arrange for the translation into English, if not already
in English, to the extent required pursuant to any regulations of the
Commission, and the prompt transmittal by the Company to the Depositary and the
Custodian of such notices and any other reports and communications which are
made generally available by the Company to holders of its Shares.  If requested
in
<PAGE>

writing by the Company, the Depositary will arrange for the mailing, at the
Company's expense, of copies of such notices, reports and communications to all
Owners.  The Company will timely provide the Depositary with the quantity of
such notices, reports, and communications, as requested by the Depositary from
time to time, in order for the Depositary to effect such mailings.

     SECTION 5.07. Distribution of Additional Shares, Rights, etc.  The Company
                   ----------------------------------------------
agrees that in the event of any issuance or distribution of (1) additional
Shares, (2) rights to subscribe for Shares, (3) securities convertible into
Shares, or (4) rights to subscribe for such securities (each a "Distribution"),
the Company will promptly furnish to the Depositary a written opinion from U.S.
counsel for the Company, which counsel shall be reasonably satisfactory to the
Depositary, stating whether or not the Distribution requires a Registration
Statement under the Securities Act of 1933 to be in effect prior to making such
Distribution available to Owners entitled thereto.  If in the opinion of such
counsel a Registration Statement is required, such counsel shall furnish to the
Depositary a written opinion as to whether or not there is a Registration
Statement in effect which will cover such Distribution.

     The Company agrees with the Depositary that neither the Company nor any
company controlled by, controlling or under common control with the Company will
at any time deposit any Shares, either originally issued or previously issued
and reacquired by the Company or any such affiliate, unless a Registration
Statement is in effect as to such Shares under the Securities Act of 1933 unless
such Shares are accompanied by an opinion on which the Depositary may rely
satisfactory to the Depositary from recognized U.S. counsel for the Company,
that upon deposit of such Shares, such Shares and the American Depositary Shares
issued in respect thereof will not be "restricted securities" as such term is
defined under Rule 144(a)(3) of the Securities Act of 1933 and that the public
offer and sale of such securities would not require registration under such Act.

     SECTION 5.08. Indemnification.  The Company agrees to indemnify the
                   ---------------
Depositary, its directors, employees, agents and affiliates and any Custodian
against, and hold each of them harmless from, any liability or expense
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of any registration with the Commission of Receipts,
American Depositary Shares or Deposited Securities or the offer or sale thereof
in the United States or out of acts performed or omitted, in accordance with the
provisions of this Deposit Agreement and of the Receipts, as the same may be
amended, modified or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates.

     The indemnities contained in the preceding paragraph shall not extend to
any liability or expense which may arise out of any Pre-Release (as defined in
Section 2.09) but only to the extent that any such liability or expense arises
in connection with (a) any United States federal, state or local income tax
laws, or (b) the failure of the Depositary to deliver Deposited Securities when
required under the terms of Section 2.05.  However, the indemnities provided in
the preceding paragraph shall apply to any such liability or expense which may
arise out of any misstatement or alleged misstatement or omission or alleged
omission in any registration statement, proxy statement, prospectus (or
placement memorandum), or preliminary prospectus (or preliminary placement
<PAGE>

memorandum) relating to the offer of sale of American Depositary Shares, except
to the extent any such liability or expense arises out of (i) information
relating to the Depositary or any Custodian (other than the Company), as
applicable, furnished in writing and not materially changed or altered by the
Company expressly for use in any of the foregoing documents, or, (ii) if such
information is provided, the failure to state a material fact necessary to make
the information provided not misleading.

     The Depositary agrees to indemnify the Company, its directors, employees,
agents and affiliates and hold them harmless from any liability or expense
(including, but not limited to, the reasonable fees and expenses of counsel)
which may arise out of acts performed or omitted by the Depositary or its
Custodian or their respective directors, employees, agents and affiliates due to
their negligence or bad faith.

     SECTION 5.09. Charges of Depositary.  The Company agrees to pay the fees,
                   ---------------------
reasonable expenses and out-of-pocket charges of the Depositary and those of any
Registrar only in accordance with agreements in writing entered into between the
Depositary and the Company from time to time.  The Depositary shall present its
statement for such charges and expenses to the Company once every three months.
The charges and expenses of the Custodian are for the sole account of the
Depositary.

     The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03), whichever applicable:  (1) taxes and other governmental charges,
(2) such registration fees as may from time to time be in effect for the
registration of transfers of Shares generally on the Share register of the
Company or Foreign Registrar and applicable to transfers of Shares to the name
of the Depositary or its nominee or the Custodian or its nominee on the making
of deposits or withdrawals hereunder, (3) such cable, telex and facsimile
transmission expenses as are expressly provided in this Deposit Agreement, (4)
such expenses as are incurred by the Depositary in the conversion of foreign
currency pursuant to Section 4.05, (5) a fee of $5.00 or less per 100 American
Depositary Shares (or portion thereof) for the execution and delivery of
Receipts pursuant to Section 2.03, 4.03 or 4.04 and the surrender of Receipts
pursuant to Section 2.05 or 6.02, (6) a fee of $.02 or less per American
Depositary Share (or portion thereof) for any cash distribution made pursuant to
the Deposit Agreement, including, but not limited to Sections 4.01 through 4.04
hereof, (7) a fee for the distribution of securities pursuant to Section 4.02,
such fee being in an amount equal to the fee for the execution and delivery of
American Depositary Shares referred to above which would have been charged as a
result of the deposit of such securities (for purposes of this clause 7 treating
all such securities as if they were Shares) but which securities are instead
distributed by the Depositary to Owners; and (8) any other charge payable by the
Depositary, any of the Depositary's agents, including the Custodian, or the
agent's of the Depositary's agents in connection with the servicing of Shares or
other Deposited Securities (which charge shall be assessed against Owners of
record as of the date or dates set by the Depositary in accordance with Section
4.06 and shall be collected at the sole discretion of the Depositary by billing
such Owners for such charge or by deducting such charge from one or more cash
dividends or other cash distributions).
<PAGE>

     The Depositary, subject to Section 2.09 hereof, may own and deal in any
class of securities of the Company and its affiliates and in Receipts.

     SECTION 5.10. Retention of Depositary Documents.  The Depositary is
                   ---------------------------------
authorized to destroy those documents, records, bills and other data compiled
during the term of this Deposit Agreement at the times permitted by the laws or
regulations governing the Depositary unless the Company requests that such
papers be retained for a longer period or turned over to the Company or to a
successor depositary.

     SECTION 5.11. Exclusivity.  The Company agrees not to appoint any other
                   -----------
depositary for issuance of American Depositary Receipts so long as The Bank of
New York is acting as Depositary hereunder.

     SECTION 5.12. List of Restricted Securities Owners.  From time to time, the
                   ------------------------------------
Company shall use reasonable efforts to provide to the Depositary a list setting
forth, to the actual knowledge of the Company, those persons or entities who
beneficially own Shares that are "restricted securities" within the meaning of
Rule 144 under the Securities Act of 1933.  The Depositary may rely on such a
list or update but shall not be liable for any action or omission made in
reliance thereon.  The Company agrees to use reasonable efforts to notify in
writing each of the persons or entities so listed that such Shares are
ineligible for deposit hereunder, except in accordance with the following
sentence.  No such Shares may be deposited hereunder unless the Depositary shall
have received an opinion, satisfactory to the Depositary, from recognized U.S.
counsel experienced in such matters and related certificates, in such form as
may be agreed between the Company and the Depositary, that either (i) upon
transfer and deposit of such Shares, such Shares and the Receipts issued in
respect thereof would not be "restricted securities", as such term is defined
under Rule 144(a)(3) of the Securities Act or (ii) the public offer and sale of
such Shares is registered under the Securities Act of 1933.

                                   ARTICLE 6

                           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 without the consent of Owners or Beneficial Owners
of Receipts.  Any amendment which shall impose or increase any fees or charges
(other than taxes and other governmental charges, registration fees, cable,
telex or facsimile transmission costs, delivery costs or other such expenses),
or which shall otherwise prejudice any substantial existing right of Owners,
shall, however, not become effective as to outstanding Receipts until the
expiration of 30 days after notice of such amendment shall have been given to
the Owners of outstanding Receipts.  Every Owner, at the time any amendment so
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 of the Owner
of any Receipt to surrender such Receipt and receive
<PAGE>

therefor the Deposited Securities represented thereby, except in order to comply
with mandatory provisions of applicable law.

     SECTION 6.02. Termination.  The Depositary shall, at any time at the
                   -----------
direction of the Company, terminate this Deposit Agreement by mailing notice of
such termination to the Owners of all Receipts then outstanding at least 90 days
prior to the date fixed in such notice for such termination.  The Depositary may
likewise terminate this Deposit Agreement by mailing notice of such termination
to the Company and the Owners of all Receipts then outstanding, if at any time
90 days shall have expired after the Depositary shall have delivered to the
Company a written notice of its election to resign and a successor depositary
shall not have been appointed and accepted its appointment as provided in
Section 5.04.  On and after the date of termination, the Owner of a Receipt
will, upon (a) surrender of such Receipt at the Corporate Trust Office of the
Depositary, (b) payment of the fee of the Depositary for the surrender of
Receipts referred to in Section 5.09, and (c) payment of any applicable taxes or
governmental charges, be entitled to delivery, to him or upon his order, of the
amount of Deposited Securities represented by the American Depositary Shares
evidenced by such Receipt.  If any Receipts shall remain outstanding after the
date of termination, the Depositary thereafter shall discontinue the
registration of transfers of Receipts, shall suspend the distribution of
dividends to the Owners thereof, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to collect dividends and other distributions
pertaining to Deposited Securities, shall sell rights and other property as
provided in this Deposit Agreement, and shall continue to deliver Deposited
Securities, together with any dividends or other distributions received with
respect thereto and the net proceeds of the sale of any rights or other
property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt referred to in Section 5.09, any expenses for the account of the Owner
of such Receipt in accordance with the terms and conditions of this Deposit
Agreement, and any applicable taxes or governmental charges).  At any time after
the expiration of one year from the date of termination, the Depositary may sell
the Deposited Securities then held hereunder and may thereafter hold uninvested
the net proceeds of any such sale, together with any other cash then held by it
hereunder, unsegregated and without liability for interest, for the pro rata
benefit of the Owners of Receipts which have not theretofore been surrendered,
such Owners thereupon becoming general creditors of the Depositary with respect
to such net proceeds.  After making such sale, the Depositary shall be
discharged from all obligations under this Deposit Agreement, except to account
for such net proceeds and other cash (after deducting, in each case, the fee of
the Depositary for the surrender of a Receipt referred to in Section 5.09, any
expenses for the account of the Owner of such Receipt in accordance with the
terms and conditions of this Deposit Agreement, and any applicable taxes or
governmental charges).  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 under Sections 5.08 and 5.09
hereof.

                                   ARTICLE 7

                                 MISCELLANEOUS
<PAGE>

     SECTION 7.01. Counterparts.  This Deposit Agreement may be executed in any
                   ------------
number of counterparts, each of which shall be deemed an original and all of
such counterparts shall constitute one and the same instrument.  Copies of this
Deposit Agreement shall be filed with the Depositary and the Custodians and
shall be open to inspection by any Owner or Beneficial Owner of a Receipt during
business hours.

     SECTION 7.02. No Third Party Beneficiaries.  This Deposit Agreement is for
                   ----------------------------
the exclusive benefit of the parties hereto and shall not be deemed to give any
legal or equitable right, remedy or claim whatsoever to any other person.

     SECTION 7.03. Severability.  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 7.04. Owners and Beneficial Owners as Parties;  Binding Effect.
                   --------------------------------------------------------
The Owners and Beneficial Owners of Receipts from time to time shall be parties
to this Deposit Agreement and shall be bound by all of the terms and conditions
hereof and of the Receipts by acceptance thereof.

     SECTION 7.05. Notices.  Any and all notices to be given to the Company
                   -------
shall be deemed to have been duly given if personally delivered or sent by mail
or cable, telex or facsimile transmission confirmed by letter, addressed to
Logitech International S.A., c/o Logitech Inc., 6505 Kaiser Drive, Fremont,
California  94555, Attention:  Chief Financial Officer, or any other place to
which the Company may designate in writing.

     Any and all notices to be given to the Depositary shall be deemed to have
been duly given if in English and personally delivered or sent by mail or cable,
telex or facsimile transmission confirmed by letter, addressed to The Bank of
New York, 101 Barclay Street, New York, New York 10286, Attention:  American
Depositary Receipt Administration, or any other place to which the Depositary
may have transferred its Corporate Trust Office.

     Any and all notices to be given to any Owner shall be deemed to have been
duly given if personally delivered or sent by mail or cable, telex or facsimile
transmission confirmed by letter, addressed to such Owner at the address of such
Owner as it appears on the transfer books for Receipts of the Depositary, or, if
such Owner shall have filed with the Depositary a written request that notices
intended for such Owner be mailed to some other address, at the address
designated in such request.

     Delivery of a notice sent by mail or cable, telex or facsimile transmission
shall be deemed to be effective at the time when a duly addressed letter
containing the same (or a confirmation thereof in the case of a cable, telex or
facsimile transmission) is deposited, postage prepaid, in a post-office letter
box.  The Depositary or the Company may, however, act upon any cable, telex or
facsimile transmission received by it, notwithstanding that such cable, telex or
facsimile transmission shall not subsequently be confirmed by letter as
aforesaid.
<PAGE>

     SECTION 7.06 Submission to Jurisdiction; Appointment of Agent for Service
                  ------------------------------------------------------------
of Process.  The Company hereby (i) irrevocably designates and appoints CT
----------
Corporation System, 1633 Broadway, New York, New York 10019, in the State of New
York, as the Company's authorized agent upon which process may be served in any
suit or proceeding arising out of or relating to the Deposited Securities, the
American Depositary Shares, the Receipts or this Agreement, (ii) consents and
submits to the jurisdiction of any state or federal court in the State of New
York in which any such suit or proceeding may be instituted, and (iii) agrees
that service of process upon said authorized agent shall be deemed in every
respect effective service of process upon the Company in any such suit or
proceeding.  The Company agrees to deliver, upon the execution and delivery of
this Deposit Agreement, a written acceptance by such agent of its appointment as
such agent.  The Company further agrees to take any and all action, including
the filing of any and all such documents and instruments, as may be necessary to
continue such designation and appointment in full force and effect for so long
as any American Depositary Shares or Receipts remain outstanding or this
Agreement remains in force.  In the event the Company fails to continue such
designation and appointment in full force and effect, the Company hereby waives
personal service of process upon it and consents that any such service of
process may be made by certified or registered mail, return receipt requested,
directed to the Company at its address last specified for notices hereunder, and
service so made shall be deemed completed five (5) days after the same shall
have been so mailed.

     SECTION 7.07. Governing Law.  This Deposit Agreement and the Receipts shall
                   -------------
be interpreted and all rights hereunder and thereunder and provisions hereof and
thereof shall be governed by the laws of the State of New York, except with
respect to its authorization and execution by the Company, which shall be
governed by the laws of Switzerland.
<PAGE>

     IN WITNESS WHEREOF, LOGITECH INTERNATIONAL S.A. and THE BANK OF NEW YORK
have duly executed this Deposit Agreement as of the day and year first set forth
above, and all Owners and Beneficial Owners shall become parties hereto upon
acceptance by them of Receipts issued in accordance with the terms hereof.

     LOGITECH INTERNATIONAL S.A.

     By: /s/
        ------------------------
      Name:

      Title:

     By: /s/
        ------------------------
      Name:

      Title:

     THE BANK OF NEW YORK,

      as Depositary

     By: /s/ Andrew P Levine
        ------------------------
       Andrew P. Levine

       Vice President
<PAGE>

                                   EXHIBIT A

                           AMERICAN DEPOSITARY SHARES

                           Each American Depositary

      Share represents one-tenth

      of one deposited Share)

                             THE BANK OF NEW YORK

     AMERICAN DEPOSITARY RECEIPT

                           FOR REGISTERED SHARES OF

     THE PAR VALUE OF CHF 20.00 EACH OF

                          LOGITECH INTERNATIONAL S.A.

     (INCORPORATED UNDER THE LAWS OF SWITZERLAND)

     The Bank of New York, as depositary (hereinafter called the "Depositary"),
hereby certifies that___________ ____________________________________________,
or registered assigns IS THE OWNER OF _____________________________

                          AMERICAN DEPOSITARY SHARES

     Representing deposited Registered Shares (herein called "Shares") of
Logitech International S.A., incorporated under the laws of Switzerland (herein
called the "Company").  At the date hereof, each American Depositary Share
represents one-tenth of one Share deposited or subject to deposit under the
Deposit Agreement (as such term is hereinafter defined) at the Zurich,
Switzerland office of Swiss Bank Corporation (herein called the "Custodian").
The Depositary's Corporate Trust Office is located at a different address than
its principal executive office.  Its Corporate Trust Office is located at 101
Barclay Street, New York, N.Y. 10286, and its principal executive office is
located at 48 Wall Street, New York, N.Y. 10286.

              THE DEPOSITARY'S CORPORATE TRUST OFFICE ADDRESS IS

     101 BARCLAY STREET, NEW YORK, N.Y. 10286

     1.  THE DEPOSIT AGREEMENT.

     This American Depositary Receipt is one of an issue (herein called
"Receipts"), all issued and to be issued upon the terms and conditions set forth
in the deposit agreement, dated as of March 27, 1997 (herein called the "Deposit
Agreement"), by and among the Company, the Depositary, and all Owners and
Beneficial Owners from time to time of Receipts issued thereunder, each of whom
by
<PAGE>

accepting a Receipt agrees to become a party thereto and become bound by all
the terms and conditions thereof.  The Deposit Agreement sets forth the rights
of Owners and Beneficial Owners of the Receipts and the rights and duties of the
Depositary in respect of the Shares deposited thereunder and any and all other
securities, property and cash from time to time received in respect of such
Shares and held thereunder (such Shares, securities, property, and cash are
herein called "Deposited Securities").  Copies of the Deposit Agreement are on
file at the Depositary's Corporate Trust Office in New York City and at the
office of the Custodian.

     The statements made on the face and reverse of this Receipt are summaries
of certain provisions of the Deposit Agreement and are qualified by and subject
to the detailed provisions of the Deposit Agreement, to which reference is
hereby made.  Capitalized terms defined in the Deposit Agreement and not defined
herein shall have the meanings set forth in the Deposit Agreement.

     2.  SURRENDER OF RECEIPTS AND WITHDRAWAL OF SHARES.

     Upon surrender at the Corporate Trust Office of the Depositary of this
Receipt, and upon payment of the fee of the Depositary provided in this Receipt,
and subject to the terms and conditions of the Deposit Agreement, the Owner
hereof is entitled to delivery, to him or upon his order, of the Deposited
Securities at the time represented by the American Depositary Shares for which
this Receipt is issued.  Delivery of such Deposited Securities may be made by
the delivery of (a) Shares registered in the name of the Owner hereof or as
ordered by him or properly endorsed or accompanied by proper instruments of
transfer and (b) any other securities, property and cash to which such Owner is
then entitled in respect of this Receipt.  Such delivery will be made at the
option of the Owner hereof, either at the office of the Custodian or at the
Corporate Trust Office of the Depositary, provided that the forwarding of Shares
or other Deposited Securities for such delivery at the Corporate Trust Office of
the Depositary shall be at the risk and expense of the Owner hereof.

     3.  TRANSFERS, SPLIT-UPS, AND COMBINATIONS OF RECEIPTS.

     The transfer of this Receipt is registrable on the books of the Depositary
at its Corporate Trust Office by the Owner hereof in person or by a duly
authorized attorney, upon surrender of this Receipt properly endorsed for
transfer or accompanied by proper instruments of transfer and funds sufficient
to pay any applicable transfer taxes and the expenses of the Depositary and upon
compliance with such regulations, if any, as the Depositary may establish for
such purpose.  This Receipt may be split into other such Receipts, or may be
combined with other such Receipts into one Receipt, evidencing the same
aggregate number of American Depositary Shares as the Receipt or Receipts
surrendered.  As a condition precedent to the execution and delivery,
registration of transfer, split-up, combination, or surrender of any Receipt or
withdrawal of any Deposited Securities, the Depositary, the Custodian, or
Registrar may require payment from the depositor of the Shares or the presentor
of the Receipt of a sum sufficient to reimburse it for any tax or other
governmental charge and any stock transfer or registration fee with respect
thereto (including any such tax or charge and fee with respect to Shares being
deposited or withdrawn) and payment of any applicable fees as provided in this
Receipt, may require the production of proof satisfactory to it as to the
identity and genuineness of any signature and may also require compliance with
any regulations
<PAGE>

the Depositary may establish consistent with the provisions of the Deposit
Agreement or this Receipt, including, without limitation, this Article 3.

     The delivery of Receipts against deposit of Shares generally or against
deposit of particular Shares may be suspended, or the transfer of Receipts in
particular instances may be refused, or the registration of transfer of
outstanding Receipts generally may be suspended, during any period when the
transfer books of the Depositary are closed, or if any such action is deemed
necessary or advisable by the Depositary 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 this
Receipt, or for any other reason, subject to the provisions of the following
sentence.  Notwithstanding anything to the contrary in the Deposit Agreement or
this Receipt, the surrender of outstanding Receipts and withdrawal of Deposited
Securities may not be suspended subject only to (i) temporary delays caused by
closing the transfer books of the Depositary or the Company or the deposit of
Shares in connection with voting at a shareholders' meeting, or the payment of
dividends, (ii) the payment of fees, taxes and similar charges, and (iii)
compliance with any U.S. or foreign laws or governmental regulations relating to
the Receipts or to the withdrawal of the Deposited Securities.  Without
limitation of the foregoing, the Depositary shall not knowingly accept for
deposit under the Deposit Agreement any Shares required to be registered under
the provisions of the Securities Act of 1933, unless a registration statement is
in effect as to such Shares.

     4.  LIABILITY OF OWNER OR BENEFICIAL OWNER FOR TAXES.

     If any tax or other governmental charge shall become payable by the
Custodian or the Depositary with respect to any Receipt or any Deposited
Securities represented hereby, such tax or other governmental charge shall be
payable by the Owner or Beneficial Owner hereof to the Depositary.  The
Depositary may refuse to effect any transfer of this Receipt or any withdrawal
of Deposited Securities represented by American Depositary Shares evidenced by
such Receipt until such payment is made, and may withhold any dividends or other
distributions, or may sell for the account of the Owner or Beneficial Owner
hereof any part or all of the Deposited Securities represented by the American
Depositary Shares evidenced by this Receipt, and may apply such dividends or
other distributions or the proceeds of any such sale in payment of such tax or
other governmental charge and the Owner or Beneficial Owner hereof shall remain
liable for any deficiency.  The Depositary shall make and maintain reasonable
arrangements to enable Owners to receive tax credits, reduction in Swiss
withholding tax or other benefits (pursuant to treaty or otherwise) relating to
dividend payments received in respect of the Shares represented by the American
Depositary Shares.

     5.  WARRANTIES ON DEPOSIT OF SHARES.

     Every person depositing Shares under the Deposit Agreement shall be deemed
thereby to represent and warrant that (a) such Shares and each certificate
therefor are validly issued, fully paid, not subject to calls for additional
payments of any kind and free of any preemptive rights of the holders of
outstanding Shares, (b) such is duly authorized so to do and (c)(i) registration
under the Securities Act of 1933 is not required in connection with the public
offer and sale of such Shares in
<PAGE>

the United States, (ii) the offer and sale of such Shares is registered under
the Securities Act of 1933, or (iii) such person acquired such Shares in a
transaction meeting the requirements of Rule 144 under the Securities Act of
1933 and such Shares are no longer "restricted securities" within the meaning of
Rule 144. Such representations and warranties shall survive the deposit of
Shares and issuance of Receipts.

     6.  FILING PROOFS, CERTIFICATES, AND OTHER INFORMATION.

     Any person presenting Shares for deposit or any Owner or Beneficial Owner
of a Receipt may be required from time to time to file with the Depositary or
the Custodian such proof of citizenship or residence, any required exchange
control approval, or such information relating to the registration on the books
of the Company or the Foreign Registrar, if applicable, to execute such
certificates and to make such representations and warranties, as the Depositary
may deem necessary or proper.  The Depositary may withhold the delivery or
registration of transfer of any Receipt or the distribution of any dividend or
sale or distribution of rights or of the proceeds thereof or the delivery of any
Deposited Securities until such proof or other information is filed or such
certificates are executed or such representations and warranties made.  No Share
shall be accepted for deposit unless accompanied by evidence satisfactory to the
Depositary that any necessary approval has been granted by any governmental body
in Switzerland which is then performing the function of the regulation of
currency exchange.

     7.  CHARGES OF DEPOSITARY.

     The Company agrees to pay the fees, reasonable expenses and out-of-pocket
charges of the Depositary and those of any Registrar only in accordance with
agreements in writing entered into between the Depositary and the Company from
time to time.  The Depositary shall present its statement for such charges and
expenses to the Company once every three months.  The charges and expenses of
the Custodian are for the sole account of the Depositary.

     The following charges shall be incurred by any party depositing or
withdrawing Shares or by any party surrendering Receipts or to whom Receipts are
issued (including, without limitation, issuance pursuant to a stock dividend or
stock split declared by the Company or an exchange of stock regarding the
Receipts or Deposited Securities or a distribution of Receipts pursuant to
Section 4.03 of the Deposit Agreement), whichever applicable: (1) taxes and
other governmental charges, (2) such registration fees as may from time to time
be in effect for the registration of transfers of Shares generally on the Share
register of the Company or Foreign Registrar and applicable to transfers of
Shares to the name of the Depositary or its nominee or the Custodian or its
nominee on the making of deposits or withdrawals under the terms of the Deposit
Agreement, (3) such cable, telex and facsimile transmission expenses as are
expressly provided in the Deposit Agreement, (4) such expenses as are incurred
by the Depositary in the conversion of foreign currency pursuant to Section 4.05
of the Deposit Agreement, (5) a fee of $5.00 or less per 100 American Depositary
Shares (or portion thereof) for the execution and delivery of Receipts pursuant
to Section 2.03, 4.03 or 4.04 of the Deposit Agreement and the surrender of
Receipts pursuant to Section 2.05 or 6.02 of the Deposit Agreement, (6) a fee of
$.02 or less per American Depositary Share (or portion thereof) for any cash
distribution made pursuant to Sections 4.01 through 4.04 of the Deposit
Agreement, (7)
<PAGE>

a fee for the distribution of securities pursuant to Section 4.02 of the Deposit
Agreement, such fee being in an amount equal to the fee for the execution and
delivery of American Depositary Shares referred to above which would have been
charged as a result of the deposit of such securities (for purposes of this
clause 7 treating all such securities as if they were Shares), but which
securities are instead distributed by the Depositary to Owners and (8) any other
charge payable by the Depositary, any of the Depositary's agents, including the
Custodian, or the agent's of the Depositary's agents in connection with the
servicing of Shares or other Deposited Securities (which charge shall be
assessed against Owners of record as of the date or dates set by the Depositary
in accordance with Section 4.06 of the Deposit Agreement and shall be collected
at the sole discretion of the Depositary by billing such Owners for such charge
or by deducting such charge from one or more cash dividends or other cash
distributions).

     The Depositary, subject to Article 8 hereof, may own and deal in any class
of securities of the Company and its affiliates and in Receipts.

     8.  PRE-RELEASE OF RECEIPTS.

     Notwithstanding Section 2.03 of the Deposit Agreement, the Depositary may
execute and deliver Receipts prior to the receipt of Shares pursuant to Section
2.02 of the Deposit Agreement (a "Pre-Release").  The Depositary may, pursuant
to Section 2.05 of the Deposit Agreement, deliver Shares upon the receipt and
cancellation of Receipts which have been Pre-Released, whether or not such
cancellation is prior to the termination of such Pre-Release or the Depositary
knows that such Receipt has been Pre-Released.  The Depositary may receive
Receipts in lieu of Shares in satisfaction of a Pre-Release.  Each Pre-Release
will be (a) preceded or accompanied by a written representation from the person
to whom Receipts or Shares are to be delivered that such person, or its
customer, owns the Shares or Receipts to be remitted, as the case may be, (b) at
all times fully collateralized with cash or such other collateral as the
Depositary deems appropriate, (c) terminable by the Depositary on not more than
five (5) business days notice, and (d) subject to such further indemnities and
credit regulations as the Depositary deems appropriate.  The number of American
Depositary Shares which are outstanding at any time as a result of Pre-Releases
will not normally exceed thirty percent (30%) of the Shares deposited under the
Deposit Agreement; provided, however, that the Depositary reserves the right to
                   --------  -------
change or disregard such limit from time to time as it deems appropriate.

     The Depositary may retain for its own account any compensation received by
it in connection with the foregoing.

     9.  TITLE TO RECEIPTS.

     It is a condition of this Receipt and every successive Owner and Beneficial
Owner of this Receipt by accepting or holding the same consents and agrees, that
title to this Receipt when properly endorsed or accompanied by proper
instruments of transfer, is transferable by delivery with the same effect as in
the case of a negotiable instrument under the laws of the State of New York;
provided, however, that the Depositary, notwithstanding any notice to the
--------  -------
contrary, may treat the person in whose name this Receipt is registered on the
books of the Depositary as the absolute owner hereof
<PAGE>

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 or
for all other purposes.

     10.  VALIDITY OF RECEIPT.

     This Receipt shall not be entitled to any benefits under the Deposit
Agreement or be valid or obligatory for any purpose, unless this Receipt shall
have been executed by the Depositary by the manual signature of a duly
authorized signatory of the Depositary; provided, however that such signature
                                        --------  -------
may be a facsimile if a Registrar for the Receipts shall have been appointed and
such Receipts are countersigned by the manual of a duly authorized officer of
the Registrar.

     11.  REPORTS; INSPECTION OF TRANSFER BOOKS.

     The Company is subject to the periodic reporting requirements of the
Securities Exchange Act of 1934 and, accordingly, files certain reports with the
Commission. Such reports will be available for inspection and copying by Owners
and Beneficial Owners at the public reference facilities maintained by the
Commission located at 450 Fifth Street, N.W., Washington, D.C. 20549.

     The Depositary will make available for inspection by Owners of Receipts at
its Corporate Trust Office any reports and communications, including any proxy
soliciting material, received from the Company which are both (a) received by
the Depositary as the holder of the Deposited Securities and (b) made generally
available to the holders of such Deposited Securities by the Company.  The
Depositary will also send to Owners of Receipts copies of such reports when
furnished by the Company pursuant to the Deposit Agreement.  Any such reports
and communications, including any such proxy soliciting material, furnished to
the Depositary by the Company shall be furnished in English to the extent such
materials are required to be translated into English pursuant to any regulations
of the Commission.

     The Depositary will keep books, at its Corporate Trust Office, for the
registration of Receipts and transfers of Receipts which at all reasonable times
shall be open for inspection by the Owners of Receipts; provided that such
                                                        --------
inspection shall not be for the purpose of communicating with Owners in the
interest of a business or object other than the business of the Company or a
matter related to this Deposit Agreement or the Receipts.

     12.  DIVIDENDS AND DISTRIBUTIONS.

     Whenever the Depositary receives any cash dividend or other cash
distribution on any Deposited Securities, the Depositary will, if at the time of
receipt thereof any amounts received in a foreign currency can in the judgment
of the Depositary be converted on a reasonable basis into United States dollars
transferable to the United States, and subject to the Deposit Agreement, convert
such dividend or distribution into dollars and will distribute the amount thus
received (net of the fees and expenses of the Depositary as provided in Article
7 hereof and Section 5.09 of the Deposit Agreement) to the Owners of Receipts
entitled thereto; provided, however, that in the event that the Company or the
                  --------  -------
Depositary is required to withhold and does withhold from any cash dividend or
other cash distribution in respect of any Deposited Securities an amount on
account of taxes, the
<PAGE>

amount distributed to the Owners of the Receipts evidencing American Depositary
Shares representing such Deposited Securities shall be reduced accordingly.

     Subject to the provisions of Section 4.11 and 5.09 of the Deposit
Agreement, whenever the Depositary receives any distribution other than a
distribution described in Section 4.01, 4.03 or 4.04 of the Deposit Agreement,
the Depositary may, and shall at the request of the Company, cause the
securities or property received by it to be distributed to the Owners entitled
thereto, after deduction or upon payment of any fees and expenses of the
Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement or any taxes or other governmental charges in any manner, after
consultation with the Company, to the extent practicable, that the Depositary
may deem equitable and practicable for accomplishing such distribution;
provided, however, that if in the opinion of the Depositary such distribution
--------  -------
cannot be made proportionately among the Owners of Receipts entitled thereto, or
if for any other reason the Depositary deems such distribution not to be
feasible, the Depositary may, after consultation with the Company, to the extent
practicable, adopt such method as it may deem equitable and practicable for the
purpose of effecting such distribution, including, but not limited to, the
public or private sale of the securities or property thus received, or any part
thereof, and the net proceeds of any such sale (net of the fees and expenses of
the Depositary as provided in Article 7 hereof and Section 5.09 of the Deposit
Agreement) will be distributed by the Depositary to the Owners of Receipts
entitled thereto all in the manner and subject to the conditions described in
Section 4.01 of the Deposit Agreement.

     If any distribution consists of a dividend in, or free distribution of,
Shares, the Depositary may, and shall if the Company so requests, distribute to
the Owners of outstanding Receipts entitled thereto, additional Receipts
evidencing an aggregate number of American Depositary Shares representing the
amount of Shares received as such dividend or free distribution subject to the
terms and conditions of the Deposit Agreement with respect to the deposit of
Shares and the issuance of American Depositary Shares evidenced by Receipts,
including the withholding of any tax or other governmental charge as provided in
Section 4.11 of the Deposit Agreement and the payment of the fees and expenses
of the Depositary as provided in Article 7 hereof and Section 5.09 of the
Deposit Agreement.  In lieu of delivering Receipts for fractional American
Depositary Shares in any such case, the Depositary will sell the amount of
Shares represented by the aggregate of such fractions and distribute the net
proceeds, all in the manner and subject to the conditions described in Section
4.01 of the Deposit Agreement.  If additional Receipts are not so distributed,
each American Depositary Share shall thenceforth also represent the additional
Shares distributed upon the Deposited Securities represented thereby.

     In the event that the Depositary determines that any distribution in
property (including Shares and rights to subscribe therefor) is subject to any
tax or other governmental charge which the Depositary is obligated to withhold,
the Depositary may by public or private sale dispose of all or a portion of such
property (including Shares and rights to subscribe therefor) in such amounts and
in such manner as the Depositary deems necessary and practicable to pay any such
taxes or charges, and the Depositary shall distribute the net proceeds of any
such sale after deduction of such taxes or charges to the Owners of Receipts
entitled thereto.

     13.  RIGHTS.
<PAGE>

     In the event that the Company shall offer or cause to be offered to the
holders of any Deposited Securities any rights to subscribe for additional
Shares or any rights of any other nature, the Depositary, after consultation
with the Company, to the extent practicable, shall have discretion as to the
procedure to be followed in making such rights available to any Owners or in
disposing of such rights on behalf of any Owners and making the net proceeds
available to such Owners or, if by the terms of such rights offering or for any
other reason, the Depositary may not either make such rights available to any
Owners or dispose of such rights and make the net proceeds available to such
Owners, then the Depositary shall allow the rights to lapse.  If at the time of
the offering of any rights the Depositary determines in its discretion, after
consultation with the Company, to the extent practicable, that it is lawful and
feasible to make such rights available to all or certain Owners but not to other
Owners, the Depositary may distribute to any Owner to whom it determines the
distribution to be lawful and feasible, in proportion to the number of American
Depositary Shares held by such Owner, warrants or other instruments therefor in
such form as it deems appropriate.

     In circumstances in which rights would otherwise not be distributed, if an
Owner of Receipts requests the distribution of warrants or other instruments in
order to exercise the rights allocable to the American Depositary Shares of such
Owner hereunder, the Depositary will make such rights available to such Owner
upon written notice from the Company to the Depositary that (a) the Company has
elected in its sole discretion to permit such rights to be exercised and (b)
such Owner has executed such documents as the Company has determined in its sole
discretion are reasonably required under applicable law.

     If the Depositary has distributed warrants or other instruments for rights
to all or certain Owners, then upon instruction from such an Owner pursuant to
such warrants or other instruments to the Depositary from such Owner to exercise
such rights, upon payment by such Owner to the Depositary for the account of
such Owner of an amount equal to the purchase price of the Shares to be received
upon the exercise of the rights, and upon payment of the fees and expenses of
the Depositary as provided in Article 7 hereof and any other charges as set
forth in such warrants or other instruments, the Depositary shall, on behalf of
such Owner, exercise the rights and purchase the Shares, and the Company shall
cause the Shares so purchased to be delivered to the Depositary on behalf of
such Owner.  As agent for such Owner, the Depositary will cause the Shares so
purchased to be deposited pursuant to Section 2.02 of the Deposit Agreement, and
shall, pursuant to Section 2.03 of the Deposit Agreement, execute and deliver
Receipts to such Owner.  In the case of a distribution pursuant to the preceding
paragraph, such Receipts shall be legended if required in accordance with
applicable U.S. laws, and shall be subject to the appropriate restrictions on
sale, deposit, cancellation, and transfer under such laws.

     If the Depositary determines, after consultation with the Company, to the
extent practicable, in its discretion that it is not lawful and feasible to make
such rights available to all or certain Owners, it may sell the rights, warrants
or other instruments in proportion to the number of American Depositary Shares
held by the Owners to whom it has determined it may not lawfully or feasibly
make such rights available, and allocate the net proceeds of such sales (net of
the fees and expenses of the Depositary as provided in Article 7 hereof and
Section 5.09 of the Deposit Agreement and all taxes and governmental charges
payable in connection with such rights and subject to the terms and conditions
of the Deposit Agreement) for the account of such Owners
<PAGE>

otherwise entitled to such rights, warrants or other instruments, upon an
averaged or other practical basis without regard to any distinctions among such
Owners because of exchange restrictions or the date of delivery of any Receipt
or otherwise.

     The Depositary will not offer rights to Owners unless both the rights and
the securities to which such rights relate are either exempt from registration
under the Securities Act of 1933 with respect to a distribution to all Owners or
are registered under the provisions of such Act; provided, that nothing in this
                                                 --------
Deposit Agreement shall create, any obligation on the part of the Company to
file a registration statement with respect to such rights or underlying
securities or to endeavor to have such a registration statement declared
effective.  If an Owner of Receipts requests the distribution of warrants or
other instruments, notwithstanding that there has been no such registration
under such Act, the Depositary shall not effect such distribution unless it has
received an opinion from recognized counsel in the United States for the Company
upon which the Depositary may rely that such distribution to such Owner is
exempt from such registration.

     The Depositary shall not be responsible for any failure to determine that
it may be lawful or feasible to make such rights available to Owners in general
or any Owner in particular.

     14.  CONVERSION OF FOREIGN CURRENCY.

     Whenever the Depositary or the Custodian shall receive foreign currency, by
way of dividends or other distributions or the net proceeds from the sale of
securities, property or rights, and if at the time of the receipt thereof the
foreign currency so received can in the judgment of the Depositary be converted
on a reasonable basis into Dollars and the resulting Dollars transferred to the
United States, the Depositary shall convert or cause to be converted, by sale or
in any other manner that it may determine, such foreign currency into Dollars,
and such Dollars shall be distributed to the Owners entitled thereto or, if the
Depositary shall have distributed any warrants or other instruments which
entitle the holders thereof to such Dollars, then to the holders of such
warrants and/or instruments upon surrender thereof for cancellation.  Such
distribution may be made upon an averaged or other practicable basis without
regard to any distinctions among Owners on account of exchange restrictions, the
date of delivery of any Receipt or otherwise and shall be net of any expenses of
conversion into Dollars incurred by the Depositary as provided in Section 5.09
of the Deposit Agreement.

     If such conversion or distribution can be effected only with the approval
or license of any government or agency thereof, the Depositary shall file such
application for approval or license, if any, as it may deem desirable.

     If at any time the Depositary shall determine that in its judgment any
foreign currency received by the Depositary or the Custodian is not convertible
on a reasonable basis into Dollars transferable to the United States, or if any
approval or license of any government or agency thereof which is required for
such conversion is denied or in the opinion of the Depositary is not obtainable,
or if any such approval or license is not obtained within a reasonable period as
determined by the Depositary, after consultation with the Company, to the extent
practicable, the Depositary may distribute the foreign currency (or an
appropriate document evidencing the right to receive such
<PAGE>

foreign currency) received by the Depositary to, or in its discretion may hold
such foreign currency uninvested and without liability for interest thereon for
the respective accounts of, the Owners entitled to receive the same.

     If any such conversion of foreign currency, in whole or in part, cannot be
effected for distribution to some of the Owners entitled thereto, the Depositary
may in its discretion make such conversion and distribution in Dollars to the
extent permissible to the Owners entitled thereto and may distribute the balance
of the foreign currency received by the Depositary to, or hold such balance
uninvested and without liability for interest thereon for the respective
accounts of, the Owners entitled thereto.

     15.  RECORD DATES.

     Whenever any cash dividend or other cash distribution shall become payable
or any distribution other than cash shall be made, or whenever rights shall be
issued with respect to the Deposited Securities, or whenever the Depositary
shall receive notice of any meeting of holders of Shares or other Deposited
Securities, or whenever for any reason the Depositary causes a change in the
number of Shares that are represented by each American Depositary Share, or
whenever the Depositary shall find it necessary or convenient, the Depositary,
after consultation with the Company, to the extent practicable, shall fix a
record date, which shall be the record date, if any, established by the Company
for such purpose or, if different, as close thereto as practicable, (a) for the
determination of the Owners of Receipts who shall be (i) entitled to receive
such dividend, distribution or rights or the net proceeds of the sale thereof or
(ii) entitled to give instructions for the exercise of voting rights at any such
meeting, (b) on or after which each American Depositary Share will represent the
changed number of Shares, subject to the provisions of the Deposit Agreement or
(c) obligated to pay any charges pursuant to clause (8) of Section 5.09 of the
Deposit Agreement and Article 7 of this Receipt.

     16.  VOTING OF DEPOSITED SECURITIES.

     Upon receipt of notice of any meeting of holders of Shares or other
Deposited Securities, if requested in writing by the Company, the Depositary
shall, as soon as practicable thereafter, mail to the Owners of Receipts a
notice, in the form prepared by the Depositary, after consultation with the
Company which shall contain (a) such information as is contained in such notice
of meeting received by the Depositary from the Company, (b) a statement that the
Owners of Receipts as of the close of business on a specified record date will
be entitled, subject to any applicable provision of law and of the statuts of
the Company, to instruct the Depositary as to the exercise of the voting rights,
if any, pertaining to the amount of Shares or other Deposited Securities
represented by their respective American Depositary Shares and (c) a statement
as to the manner in which such instructions may be given or deemed given in
accordance with the last sentence of this paragraph if no instruction is
received, to the Depositary to give a discretionary proxy to a person designated
to the Company (and the Company will cause such person to vote the Shares
represented by such Deposited Securities in accordance with instructions of the
Board of Directors of the Company).  Upon the written request of an Owner of a
Receipt on such record date, received on or before the date established by the
Depositary for such purpose, the Depositary shall endeavor insofar as
practicable to vote or cause to
<PAGE>

be voted the amount of Shares or other Deposited Securities represented by such
American Depositary Shares evidenced by such Receipt in accordance with the
instructions set forth in such request; provided, that the Depositary shall not
                                        --------
demand a poll. The Depositary shall not vote or attempt to exercise the right to
vote that attaches to the Shares or other Deposited Securities, other than in
accordance with such instructions or deemed instructions. If no instructions are
received by the Depositary from any Owner with respect to any of the Deposited
Securities represented by the American Depositary Shares evidenced by such
Owner's Receipts on or before the date established by the Depositary for such
purpose, the Depositary shall deem such Owner to have instructed the Depositary
to give a discretionary proxy to a person designated by the Company with respect
to such Deposited Securities and the Depositary shall give a discretionary proxy
to a person designated by the Company to vote such Deposited Securities (and the
Company will cause such person to vote the Shares represented by such Deposited
Securities in accordance with instructions of the Board of Directors of the
Company); provided, that no such instruction shall be deemed given and no such
          --------
discretionary proxy shall be given with respect to any matter as to which the
Company informs the Depositary (and the Company agrees to provide such
information as promptly as practicable in writing) that (x) the Company does not
wish such proxy given, (y) substantial opposition exists or (z) such matter
materially and adversely affects the rights of holders of Shares.

     17.  CHANGES AFFECTING DEPOSITED SECURITIES.

     In circumstances where the provisions of Section 4.03 of the Deposit
Agreement do not apply, upon any change in nominal value, change in par value,
split-up, consolidation, or any other reclassification of Deposited Securities,
or upon any recapitalization, reorganization, merger or consolidation, or sale
of assets affecting the Company or to which it is a party American Depositary
Shares shall thenceforth represent any securities which shall be received by the
Depositary or a Custodian in exchange for or in conversion of or in respect of
Deposited Securities, in addition to the existing Deposited Securities, the
right to receive the new Deposited Securities so received in exchange or
conversion, unless additional Receipts are delivered pursuant to the following
sentence.  In any such case the Depositary may, after consultation with the
Company, and shall if the Company so requests, execute and deliver additional
Receipts as in the case of a dividend in Shares, or call for the surrender of
outstanding Receipts to be exchanged for new Receipts specifically describing
such new Deposited Securities.

     18.LIABILITY OF THE COMPANY AND DEPOSITARY.

     Neither the Depositary nor the Company nor any of their respective
directors, employees, agents or affiliates shall incur any liability to any
Owner or Beneficial Owner of any Receipt, if by reason of any provision of any
present or future law or regulation of the United States or any other country,
or of any other governmental or regulatory authority, or by reason of any
provision, present or future, of the statuts of the Company, or by reason of any
provision of any securities issued or distributed by the Company, or any
offering or distribution thereof, or by reason of any act of God or war or other
circumstances beyond its control, the Depositary or the Company shall be
prevented, delayed or forbidden from or be subject to any civil or criminal
penalty on account of doing or performing any act or thing which by the terms of
the Deposit Agreement or Deposited Securities it is provided shall be done or
performed; nor shall the Depositary or the Company or any of their
<PAGE>

respective directors, employees, agents or affiliates incur any liability to any
Owner or Beneficial Owner of a Receipt by reason of any non-performance or
delay, caused as aforesaid, in the performance of any act or thing which by the
terms of the Deposit Agreement it is provided shall or may be done or performed,
or by reason of any exercise of, or failure to exercise, any discretion provided
for in the Deposit Agreement. Where, by the terms of a distribution pursuant to
Section 4.01, 4.02 or 4.03 of the Deposit Agreement, or an offering or
distribution pursuant to Section 4.04 of the Deposit Agreement, such
distribution or offering may not be made available to Owners of Receipts, and
the Depositary may not dispose of such distribution or offering on behalf of
such Owners and make the net proceeds available to such Owners, then the
Depositary shall not make such distribution or offering, and shall allow any
rights, if applicable, to lapse. Neither the Company nor the Depositary assumes
any obligation or shall be subject to any liability under the Deposit Agreement
to Owners or Beneficial Owners of Receipts, except that they agree to perform
their obligations specifically set forth in the Deposit Agreement without
negligence or bad faith. The Depositary shall not be subject to any liability
with respect to the validity or worth of the Deposited Securities. Neither the
Depositary nor the Company shall be under any obligation to appear in, prosecute
or defend any action, suit, or other proceeding in respect of any Deposited
Securities or in respect of the Receipts, which in its opinion may involve it in
expense or liability, unless indemnity satisfactory to it against all expense
and liability shall be furnished as often as may be required, and the Custodian
shall not be under any obligation whatsoever with respect to such proceedings,
the responsibility of the Custodian being solely to the Depositary. Neither the
Depositary nor the Company shall be liable for any action or nonaction by it in
reliance upon the advice of or information from legal counsel, accountants, any
person presenting Shares for deposit, any Owner or Beneficial Owner of a
Receipt, or any other person believed by it in good faith to be competent to
give such advice or information. The Depositary shall not be responsible for any
failure to carry out any instructions to vote any of the Deposited Securities,
or for the manner in which any such vote is cast or the effect of any such vote,
provided that any such action or nonaction is in good faith. The Depositary
shall not be liable for any acts or omissions made by a successor depositary
whether in connection with a previous act or omission of the Depositary or in
connection with a matter arising wholly after the removal or resignation of the
Depositary, provided that in connection with the issue out of which such
potential liability arises, the Depositary performed its obligations without
negligence or bad faith while it acted as Depositary. The Company agrees to
indemnify the Depositary, its directors, employees, agents and affiliates and
any Custodian against, and hold each of them harmless from, any liability or
expense (including, but not limited to, the reasonable expenses of counsel)
which may arise out of any registration with the Commission of Receipts,
American Depositary Shares or Deposited Securities or the offer or sale thereof
in the United States or out of acts performed or omitted, in accordance with the
provisions of the Deposit Agreement and of the Receipts, as the same may be
amended, modified, or supplemented from time to time, (i) by either the
Depositary or a Custodian or their respective directors, employees, agents and
affiliates, except for any liability or expense arising out of the negligence or
bad faith of either of them, or (ii) by the Company or any of its directors,
employees, agents and affiliates. The indemnities contained in the preceding
sentence shall not extend to any liability or expense which may arise out of any
Pre-Release (as defined in Section 2.09 of the Deposit Agreement) but only to
the extent that any such liability or expense arises in connection with (a) any
United States federal, state or local income tax laws, or (b) the failure of the
Depositary to deliver Deposited Securities when required under the
<PAGE>

terms of Section 2.05. However, the indemnities provided in the preceding
paragraph shall apply to any such liability or expense which may arise out of
any misstatement or alleged misstatement or omission or alleged omission in any
registration statement, proxy statement, prospectus (or placement memorandum),
or preliminary prospectus (or preliminary placement memorandum relating to the
offer of sale of American Depositary Shares, except to the extent any such
liability or expense arises out of (i) information relating to the Depositary or
any Custodian (other than the Company), as applicable, furnished in writing and
not materially changed or altered by the Company expressly for use in any of the
foregoing documents, or, (ii) if such information is provided, the failure to
state a material fact necessary to make the information provided not misleading.
No disclaimer of liability under the Securities Act of 1933 is intended by any
provision of the Deposit Agreement.

     19.RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
CUSTODIAN.

     The Depositary may at any time resign as Depositary hereunder by written
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 provided in the Deposit Agreement.  The Depositary may at
any time be removed by the Company by written notice of such removal, effective
upon the appointment of a successor depositary and its acceptance of such
appointment as provided in the Deposit Agreement.  Whenever the Depositary in
its discretion determines that it is in the best interest of the Owners of
Receipts to do so, it may appoint a substitute or additional custodian or
custodians.

     20.  AMENDMENT.

     The form of the Receipts and any provisions of the Deposit Agreement may at
any time and from time to time be amended by agreement between the Company and
the Depositary in any respect which they may deem necessary or desirable without
the consent of Owners or Beneficial Owners of Receipts.  Any amendment which
shall impose or increase any fees or charges (other than taxes and other
governmental charges, registration fees and cable, telex or facsimile
transmission costs, delivery costs or other such expenses), or which shall
otherwise prejudice any substantial existing right of Owners of Receipts, shall,
however, not become effective as to outstanding Receipts until the expiration of
30 days after notice of such amendment shall have been given to the Owners of
outstanding Receipts.  Every Owner of a Receipt at the time any amendment so
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 of the Owner
of any Receipt to surrender such Receipt and receive therefor the Deposited
Securities represented thereby except in order to comply with mandatory
provisions of applicable law.

     21.TERMINATION OF DEPOSIT AGREEMENT.

     The Depositary at any time at the direction of the Company, shall terminate
the Deposit Agreement by mailing notice of such termination to the Owners of all
Receipts then outstanding at
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least 90 days prior to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement by mailing notice of
such termination to the Company and the Owners of all Receipts then outstanding
if at any time 90 days shall have expired after the Depositary shall have
delivered to the Company a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted its appointment
as provided in the Deposit Agreement. On and after the date of termination, the
Owner of a Receipt will, upon (a) surrender of such Receipt at the Corporate
Trust Office of the Depositary, (b) payment of the fee of the Depositary for the
surrender of Receipts referred to in Section 5.09 of the Deposit Agreement, and
(c) payment of any applicable taxes or governmental charges, be entitled to
delivery, to him or upon his order, of the amount of Deposited Securities
represented by the American Depositary Shares evidenced by such Receipt. If any
Receipts shall remain outstanding after the date of termination, the Depositary
thereafter shall discontinue the registration of transfers of Receipts, shall
suspend the distribution of dividends to the Owners thereof, and shall not give
any further notices or perform any further acts under the Deposit Agreement,
except that the Depositary shall continue to collect dividends and other
distributions pertaining to Deposited Securities, shall sell rights and other
property as provided in the Deposit Agreement, and shall continue to deliver
Deposited Securities, together with any dividends or other distributions
received with respect thereto and the net proceeds of the sale of any rights or
other property, in exchange for Receipts surrendered to the Depositary (after
deducting, in each case, the fee of the Depositary for the surrender of a
Receipt, any expenses for the account of the Owner of such Receipt in accordance
with the terms and conditions of the Deposit Agreement, and any applicable taxes
or governmental charges). At any time after the expiration of one year from the
date of termination, the Depositary may sell the Deposited Securities then held
under the Deposit Agreement and may thereafter hold uninvested the net proceeds
of any such sale, together with any other cash then held by it thereunder,
unsegregated and without liability for interest, for the pro rata benefit of the
Owners of Receipts which have not theretofore been surrendered, such Owners
thereupon becoming general creditors of the Depositary with respect to such net
proceeds. After making such sale, the Depositary shall be discharged from all
obligations under the Deposit Agreement, except to account for such net proceeds
and other cash (after deducting, in each case, the fee of the Depositary for the
surrender of a Receipt referred to in Section 5.09, any expenses for the account
of the Owner of such Receipt in accordance with the terms and conditions of the
Deposit Agreement, and any applicable taxes or governmental charges). Upon the
termination of the Deposit Agreement, the Company shall be discharged from all
obligations under the Deposit Agreement except for its obligations to the
Depositary with respect to indemnification, charges, and expenses.
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     22. SUBMISSION TO JURISDICTION; WAIVER OF IMMUNITIES.

     In the Deposit Agreement, the Company has (i)   appointed CT Corporation
System, 1633 Broadway, New York, New York 10019, in the State of New York, as
the Company's authorized agent upon which process may be served in any suit or
proceeding arising out of or relating to the Deposited Securities, the American
Depositary Shares, the Receipts or this Agreement, (ii) consented and submitted
to the jurisdiction of any state or federal court in the State of New York in
which ny such suit or proceeding may be instituted, and (iii) agreed that
service of process upon said authorized agent shall be deemed in every respect
effective service of process upon the Company in any such suit or proceeding.