<PAGE>   1

                         J.P. MORGAN & CO. INCORPORATED,



            MORGAN GUARANTY TRUST COMPANY OF NEW YORK, As Depositary,



                                       AND



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




                                Deposit Agreement




                          Dated as of February 8, 1996
<PAGE>   2
                                TABLE OF CONTENTS

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PARTIES..........................................................................................................       1
RECITALS.........................................................................................................       1


                                    ARTICLE I

                                   Definitions

Certificate .....................................................................................................       1
Company .........................................................................................................       1
Deposit Agreement................................................................................................       2
Depositary ......................................................................................................       2
Depositary Shares................................................................................................       2
Depositary's Agent...............................................................................................       2
Depositary's Office..............................................................................................       2
Paying Agent ....................................................................................................       2
Receipt .........................................................................................................       2
record holder....................................................................................................       2
Registrar .......................................................................................................       2
Stock ...........................................................................................................       2

                                   ARTICLE II

                       Form of Receipts, Deposit of Stock,
                        Execution and Delivery, Transfer,
                      Surrender and Redemption or Receipts

SECTION 2.01.   Form and Transfer of Receipts....................................................................       2
SECTION 2.02.   Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof..........................       5
SECTION 2.03.   Redemption of Stock..............................................................................       6
SECTION 2.04.   Registration of Transfer of Receipts.............................................................       8
SECTION 2.05.   Split-ups and Combinations of Receipts; Surrender of Receipts and Withdrawal of Stock............       9
SECTION 2.06.   Limitations on Execution and Delivery, Transfer, Surrender and Exchange of Receipts..............      10
SECTION 2.07.   Lost Receipts, etc...............................................................................      11
SECTION 2.08.   Cancellation and Destruction of Surrendered Receipts.............................................      11
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                                   ARTICLE III

           Certain Obligations of Holders of Receipts and the Company

SECTION 3.01.   Filing Proofs, Certificates and Other Information................................................      12
SECTION 3.02.   Payment of Taxes or Other Governmental Charges...................................................      12
SECTION 3.03.   Warranty as to Stock.............................................................................      13

                                   ARTICLE IV

                        The Deposited Securities; Notices

SECTION 4.01.   Cash Distributions...............................................................................      13
SECTION 4.02.   Distribution Other than Cash, Rights, Preferences or Privileges..................................      13
SECTION 4.03.   Subscription Rights, Preferences or Privileges...................................................      14
SECTION 4.04.   Notice of Dividends, etc.; Fixing of Record Date for Holders of Receipts.........................      16
SECTION 4.05.   Voting Rights....................................................................................      16
SECTION 4.06.   Changes Affecting Deposited Securities and Reclassifications, Recapitalizations, etc.............      17
SECTION 4.07.   Inspection of Reports............................................................................      18
SECTION 4.08.   Lists of Receipt Holders.........................................................................      19

                                    ARTICLE V

                    The Depositary, the Depositary's Agents,
                          the Registrar and the Company

SECTION 5.01.   Maintenance of Offices, Agencies and Transfer Books by the Depositary; Registrar.................      19
SECTION 5.02.   Prevention of or Delay in Performance by the Depositary, the Depositary's Agents, the
                     Registrar or the Company....................................................................      20
SECTION 5.03.   Obligations of the Depositary, the Depositary's Agents, the Registrar and the Company............      21
SECTION 5.04.   Resignation and Removal of the Depositary; Appointment of Successor Depositary...................      22
SECTION 5.05.   Corporate Notices and Reports....................................................................      23
SECTION 5.06.   Indemnification by the Company...................................................................      24
SECTION 5.07.   Charges and Expenses.............................................................................      24
SECTION 5.08.   Tax Compliance...................................................................................      25

                                   ARTICLE VI

                            Amendment and Termination

SECTION 6.01.   Amendment........................................................................................      26
SECTION 6.02.   Termination......................................................................................      26
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                                   ARTICLE VII

                                  Miscellaneous

SECTION 7.01.   Counterparts.....................................................................................      27
SECTION 7.02.   Exclusive Benefit of Parties.....................................................................      27
SECTION 7.03.   Invalidity of Provisions.........................................................................      27
SECTION 7.04.   Notices..........................................................................................      27
SECTION 7.05.   Depositary's Agents..............................................................................      28
SECTION 7.06.   Holders of Receipts Are Parties..................................................................      28
SECTION 7.07.   Governing Law....................................................................................      29
SECTION 7.08.   Inspection of Deposit Agreement..................................................................      29
SECTION 7.09.   Headings.........................................................................................      29

TESTIMONIUM......................................................................................................      30

SIGNATURE........................................................................................................      30

EXHIBIT A:  Form of Depositary Receipt
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                                     -iii-
<PAGE>   5
         DEPOSIT AGREEMENT dated as of February 8, 1996, among J.P. MORGAN & CO.
INCORPORATED, a Delaware corporation, MORGAN GUARANTY TRUST COMPANY OF NEW YORK,
a New York corporation, and the holders from time to time of the Receipts
described herein.

         WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of 400,000 shares of 6 5/8% Cumulative
Preferred Stock, Series H ($500 State Value), of J.P. MORGAN & CO. INCORPORATED
with the Depositary for the purposes set forth in this Deposit Agreement and for
the issuance hereunder of Receipts evidencing Depositary Shares in respect of
the Stock so deposited; and

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

         NOW, THEREFORE, in consideration of the premises, the parties hereto
agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

         "Certificate" shall mean the certificate of amendment to the
Certificate of Incorporation of the Company filed with the Secretary of State of
Delaware establishing the Stock as a series of series preferred stock, without
par value, of the Company.

         "Company" shall mean J.P. Morgan & Co. Incorporated, a Delaware
corporation, and its successors.
<PAGE>   6
         "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

         "Depositary" shall mean Morgan Guaranty Trust Company of New York, a
New York corporation, and any successor as Depositary hereunder.

         "Depositary Shares" shall mean Depositary Shares, each representing
one-tenth (1/10) of a share of Stock and evidenced by a Receipt.

         "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 7.05.

         "Depositary's Office" shall mean the principal office of the Depositary
in New York City, at which at any particular time its depositary receipt
business shall be administered.

         "Paying Agent" shall have the meaning specified in the Certificate.

         "Receipt" shall mean one of the Depositary Receipts issued hereunder,
whether in definitive or temporary form.

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

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

         "Stock" shall mean shares of the Company's 6 5/8% Cumulative Preferred
Stock, Series H ($500 Stated Value).

                                   ARTICLE II

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

         SECTION 2.01. Form and Transfer of Receipts. Definitive Receipts shall
be engraved or printed or lithographed on steel-engraved borders and shall be
substantially in the form set



                                      -2-
<PAGE>   7
forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions, as hereinafter provided. Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company delivered in compliance with Section 2.02, shall execute and deliver
temporary Receipts which shall be printed, lithographed, typewritten,
mimeographed or otherwise substantially of the tenor of the definitive Receipts
in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the persons executing such
Receipts may determine, as evidenced by their execution of such Receipts. If
temporary Receipts are issued, the Company and the Depositary will cause
definitive Receipts to be prepared without unreasonable delay. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at an office
described in Section 2.02, without charge to the holder. Upon surrender for
cancellation of any one or more temporary Receipts, the Depositary shall execute
and deliver in exchange therefor definitive Receipts representing the same
number of Depositary Shares as represented by the surrendered temporary Receipt
or Receipts. Such exchange shall be made at the Company's expense and without
any charge therefor. Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and with respect
to the Stock, as definitive Receipts.

         Receipts shall be executed by the Depositary by the manual signature of
a duly authorized officer of the Depositary; provided, that such signature may
be a facsimile if a Registrar for the Receipts (other than the Depositary) shall
have been appointed and such Receipts are countersigned by manual signature of a
duly authorized officer of the Registrar. No Receipt shall be entitled to any
benefits under this Deposit Agreement or be valid or obligatory for any purpose
unless it shall have been executed manually by a duly authorized officer of the


                                      -3-
<PAGE>   8
Depositary or, if a Registrar for the Receipts (other-than the Depositary) shall
have been appointed, by manual or facsimile signature of a duly authorized
officer of the Depositary and countersigned manually by a duly authorized
officer of such Registrar. The Depositary shall record on its books each Receipt
so signed and delivered as hereinafter provided.

         Receipts shall be in denominations of any number of whole Depositary
Shares up to but not in excess of Depositary Shares for any particular Receipt.

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

         Title to Depositary Shares evidenced by a Receipt which is properly
endorsed, or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until transfer of a Receipt shall be
registered on the books of the Depositary as provided in Section 2.04, the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

         The Depositary shall not lend any Stock deposited hereunder.


                                      -4-
<PAGE>   9
         SECTION 2.02. Deposit of Stock; Execution and Delivery of Receipts in
Respect Thereof. Subject to the terms and conditions of this Deposit Agreement,
the Company or any holder of Stock may from time to time deposit shares of the
Stock under this Deposit Agreement by delivery to the Depositary of a
certificate or certificates for the Stock to be deposited, properly endorsed or
accompanied, if required by the Depositary, by a duly executed instrument of
transfer or endorsement, in form satisfactory to the Depositary, together with
all such certifications as may be required by the Depositary in accordance with
the provisions of this Deposit Agreement, and together with a written order of
the Company or such holder, as the case may be, directing the Depositary to
execute and deliver to, or upon the written order of, the person or persons
stated in such order a Receipt or Receipts for the number of Depositary Shares
representing such deposited Stock.

         Deposited Stock shall be held by the Depositary at the Depositary's
Office or at such other place or places as the Depositary shall determine.

         Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Company in the name of the Depositary or its nominee,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver to, or upon the order of, the Exchange Agent a Receipt
or Receipts for the number of Depositary Shares representing the Stock so
deposited and registered in such name or names of the person or persons as
specified in the written order delivered to the Depositary referred to in the
first paragraph of this Section. The Depositary shall execute and deliver such
Receipt or Receipts at the Depositary's Office or such other offices, if any, as
the



                                      -5-
<PAGE>   10
Depositary may designate. Delivery at other offices shall be at the risk and
expense of the person requesting such delivery.

         Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or in the case of dividends or other
distributions of Stock, if any, or unless the Company provides written notice to
the Depositary as to a different number of shares of Stock, there shall be
deposited hereunder not more than 400,000 shares of Stock.

         SECTION 2.03. Redemption of Stock. Whenever the Company shall elect to
redeem shares of Stock in accordance with the provisions of the Certificate, it
shall (unless otherwise agreed to in writing with the Depositary) give the
Depositary not less than 40 nor more than 70 days' notice of the date of such
proposed redemption of Stock, which notice shall be accompanied by a certificate
from the Company stating that such redemption of Stock is in accordance with the
provisions of the Certificate. Such notice, if given more than 60 days prior to
the redemption date, shall be in addition to the notice required to be given for
redemption pursuant to the Certificate. On the date of such redemption, provided
that the Company shall then have paid in full to the Depositary the redemption
price of the Stock to be redeemed, plus any accrued and unpaid dividends
thereon, the Depositary shall redeem the number of Depositary Shares
representing such Stock. The Depositary shall mail notice of such redemption and
the proposed simultaneous redemption of the number of Depositary Shares
representing the Stock to be redeemed, first-class postage prepaid, not less
than 30 and not more than 60 days prior to the date fixed for redemption of such
Stock and Depositary Shares (the "Redemption Date"), to the record holders of
the Receipts evidencing the Depositary Shares to be so redeemed, at the
addresses of such holders as they appear on the records of the Depositary; but
neither failure to mail any such notice to one or more such holders nor any
defect in any notice to




                                      -6-
<PAGE>   11
one or more such holders shall affect the sufficiency of the proceedings for
redemption as to other holders. Each such notice shall state: (i) the Redemption
Date; (ii) the number of Depositary Shares to be redeemed and, if less than all
the Depositary Shares held by any such holder are to be redeemed, the number of
such Depositary Shares held by such holder to be so redeemed; (iii) the
redemption price; (iv) the place or places where Receipts evidencing Depositary
Shares are to be surrendered for payment of the redemption price; and (v) that
dividends in respect of the Stock represented by the Depositary Shares to be
redeemed will cease to accumulate on such Redemption Date. In case less than all
the outstanding Depositary Shares are to be redeemed, the Depositary Shares to
be so redeemed shall be selected by lot or pro rata as may be determined by the
Depositary or any other method which may be determined by the Depositary to be
equitable.

         Notice having been mailed by the Depositary as aforesaid, from and
after the earlier of (i) the time of deposit of funds, pursuant to Paragraph 5
of the Certificate, necessary for such redemption with the Paying Agent in trust
for the pro rata benefit of the holders of Stock represented by the Depositary
Shares called for redemption or (ii) the Redemption Date (unless the Company
shall have failed to redeem the shares of Stock to be redeemed by it as set
forth in the Company's notice provided for in the preceding paragraph) all
dividends in respect of the shares of Stock so called for redemption shall cease
to accumulate, the Depositary Shares being redeemed from such proceeds shall be
deemed no longer to be outstanding, all rights of the holders of Receipts
evidencing such Depositary Shares (except the right to receive the Redemption
Price) shall, to the extent of such Depositary Shares, cease and terminate and,
upon surrender in accordance with such notice of the Receipts evidencing any
such Depositary Shares (properly endorsed or assigned for transfer, if the
Depositary shall so require), such Depositary




                                      -7-
<PAGE>   12
Shares shall be redeemed by the Depositary at a redemption price per Depositary
Share equal to one-tenth of the redemption price per share paid in respect of
the shares of Stock plus all money and other property, if any, represented by
such Depositary Shares, including all amounts paid by the Company in respect of
dividends which on the Redemption Date have accumulated on the shares of Stock
to be so redeemed and have not theretofore been paid.

         If fewer than all the Depositary Shares evidenced by a Receipt are
called for redemption, the Depositary will deliver to the holder of such Receipt
upon its surrender to the Depositary, together with the redemption payment, a
new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption. Notwithstanding anything to the contrary herein, the
Company may purchase or acquire shares of Stock represented by the Depositary
Shares pursuant to a tender or exchange offer as set forth in Paragraph 5(e) of
the Certificate; provided, however, that if some but less than all, of the
shares of Stock represented by the Depositary Shares are to be purchased or
otherwise acquired pursuant to such tender or exchange offer and the number of
shares of Stock represented by the Depositary Shares so tendered exceeds the
number of shares of Stock represented by the Depositary shares so to be
purchased or otherwise acquired by the Company, the Depositary Shares
representing Stock so tendered shall be purchased or otherwise acquired by the
Depositary, on behalf and upon the instructions of the Company, on a pro rata
basis (with adjustments to eliminate fractions) according to the number of such
Depositary Shares representing the Stock duly tendered by each holder so
tendering Depositary Shares representing Stock for such purchase or exchange.

         SECTION 2.04. Registration of Transfer of Receipts. Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by duly




                                      -8-
<PAGE>   13
authorized attorney, properly endorsed or accompanied by a properly executed
instrument of transfer. Thereupon the Depositary shall execute a new Receipt or
Receipts evidencing the same aggregate number of Depositary Shares as those
evidenced by the Receipt or Receipts surrendered and deliver such new Receipt or
Receipts to or upon the order of the person entitled thereto.

         SECTION 2.05. Split-ups and Combinations of Receipts; Surrender of
Receipts and Withdrawal of Stock. Upon surrender of a Receipt or Receipts at the
Depositary's Office or at such other offices as it may designate for the purpose
of effecting a split-up or combination of such Receipt or Receipts, and subject
to the terms and conditions of this Deposit Agreement, the Depositary shall
execute and deliver a new Receipt or Receipts in the authorized denomination or
denominations requested, evidencing the aggregate number of Depositary Shares
evidenced by the Receipt or Receipts surrendered.

         Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may (unless the related Depositary Shares have previously been
called for redemption) withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate for
such withdrawals. Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder, or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor. If at Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of




                                      -9-
<PAGE>   14
Depositary Shares representing the number of whole shares of Stock to be so
withdrawn, the Depositary shall at the same time, in addition to such number of
whole shares of Stock and such money and other property, if any, to be so
withdrawn, deliver to such holder, or (subject to Section 2.03) upon his order,
a new Receipt evidencing such excess number of Depositary Shares. Delivery of
the Stock and money and other property being withdrawn may be made by the
delivery of such certificates, documents of title and other instruments as the
Depositary may deem appropriate.

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

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

         SECTION 2.06. Limitations on Execution and Delivery, Transfer,
Surrender and Exchange of Receipts. As a condition precedent to the execution
and delivery, registration of transfer, split-up, combination, surrender or
exchange of any Receipt, the Depositary, any of the Depositary's Agents or the
Company may require payment to it of a sum sufficient for the payment (or, in
the event that the Depositary or the Company shall have made such payment, the



                                      -10-
<PAGE>   15
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Section 5.07, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.

         The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed or (ii) if any such action is deemed necessary or advisable by
the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission or under any provision of this Deposit
Agreement.

         SECTION 2.07. Lost Receipts, etc. In case any Receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and of
his or her ownership thereof and (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it.

         SECTION 2.08. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
canceled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy all Receipts so canceled.


                                      -11-
<PAGE>   16
                                  ARTICLE III

                         CERTAIN OBLIGATIONS OF HOLDERS
                           OF RECEIPTS AND THE COMPANY

         SECTION 3.01. Filing Proofs, Certificates and Other Information. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper. The Depositary or the Company may
withhold the delivery, or delay the registration of transfer, redemption or
exchange, of any Receipt or the withdrawal of the Stock represented by the
Depositary Shares evidenced by any Receipt or the distribution of any dividend
or other distribution or the sale of any rights or of the proceeds thereof until
such proof or other information is filed or such certificates are executed or
such representations and warranties are made.

         SECTION 3.02. Payment of Taxes or Other Governmental Charges. Holders
of Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.07. Registration of transfer of
any Receipt or any withdrawal of Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends, interest payments or
other distributions may be withheld or any part of or all the Stock or other
property represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the proceeds of any
such sale may be applied to any payment of such charges or expenses, the holder
of such Receipt remaining liable for any deficiency.


                                      -12-
<PAGE>   17
         SECTION 3.03. Warranty as to Stock. The Company hereby represents and
warrants that the Stock, when issued, will be validly issued, fully paid and
nonassessable. Such representation and warranty shall survive the deposit of the
Stock and the issuance of Receipts.

                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

         SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution on Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of such dividend or
distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that in case the Company or the Depositary shall be required
to withhold and shall withhold from any cash dividend or other cash distribution
in respect of the Stock an amount on account of taxes, the amount made available
for distribution or distributed in respect of Depositary Shares shall be reduced
accordingly. The Depositary shall distribute or make available for distribution,
as the case may be, only such amount, however, as can be distributed without
attributing to any holder of Depositary Shares a fraction of one cent, and any
balance not so distributable shall be held by the Depositary (without liability
for interest thereon) and shall be added to and be treated as part of the next
sum received by the Depositary for distribution to record holders of Receipts
then outstanding.

         SECTION 4.02. Distribution Other than Cash, Rights, Preferences or
Privileges. Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on
the record date fixed pursuant to Section 4.04 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the



                                      -13-
<PAGE>   18
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution. If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems, after consultation
with the Company, such distribution not to be feasible, the Depositary may, with
the approval of the Company, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be
distributed or made available for distribution, as the case may be, by the
Depositary to record holders of Receipts as provided by Section 4.01 in the case
of a distribution received in cash. The Company shall not make any distribution
of such securities unless the Company shall have provided an opinion of counsel
stating that such securities have been registered under the Securities Act of
1933 or do not need to be registered.

         SECTION 4.03. Subscription Rights, Preferences or Privileges. If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants representing such rights,
preferences or privileges or by such other method as may be approved by the
Depositary in its discretion with the approval of the Company; provided,



                                      -14-
<PAGE>   19
however, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Depositary determines that it is not lawful or
(after consultation with the Company) not feasible to make such rights,
preferences or privileges available to holders of Receipts by the issue of
warrants or otherwise, or (ii) if and to the extent so instructed by holders of
Receipts who do not desire to exercise such rights, preferences or privileges,
then the Depositary, in its discretion (with the approval of the Company, in any
case where the Depositary has determined that it is not feasible to make such
rights, preferences or privileges available), may, if applicable laws or the
terms of such rights, preferences or privileges permit such transfer, sell such
rights, preferences or privileges at public or private sale, at such place or
places and upon such terms as it may deem proper. The net proceeds of any such
sale shall, subject to Sections 3.01 and 3.02, be distributed by the Depositary
to the record holders of Receipts entitled thereto as provided by Section 4.01
in the case of a distribution received in cash. The Company shall not make any
distribution of any such rights, preferences or privileges unless the Company
shall have provided an opinion of counsel stating that such rights, preferences
or privileges have been registered under the Securities Act of 1933 or do not
need to be registered.

         If registration under the Securities Act of 1933 of the securities to
which any rights, preferences or privileges relate is required in order for
holders of Receipts to be offered or sold the securities to which such rights,
preferences or privileges relate, the Company agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act with respect to
such rights, preferences or privileges and securities and use its best efforts
and take all steps available to it to cause such registration statement to
become effective sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such rights,
preferences or privileges. In no event shall the Depositary make available to
the holders




                                      -15-
<PAGE>   20
of Receipts any right, preference or privilege to subscribe for or to purchase
any securities unless and until such registration statement shall have become
effective, or unless the offering and sale of such securities to such holders
are exempt from registration under the provisions of such Act.

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

         SECTION 4.04. Notice of Dividends, etc.; Fixing of Record Date for
Holders of Receipts. Whenever any cash dividend or other cash distribution shall
become payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which holders
of Stock are entitled to vote or of which holders of Stock are entitled to
notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
the Stock) for the determination of the holders of Receipts who shall be
entitled to receive such dividend, distribution, rights, preferences or
privileges or the net proceeds of the sale thereof, or to give instructions for
the exercise of voting rights at any such meeting, or who shall be entitled to
notice of such meeting or for any other appropriate reasons.

         SECTION 4.05. Voting Rights. Upon receipt of notice of any meeting at
which the holders of Stock are entitled to vote, the Depositary shall, as soon
as practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained


                                      -16-
<PAGE>   21
in such notice of meeting and (ii) a statement that the holders may, subject to
any applicable restrictions, instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Stock represented by their respective
Depositary Shares (including an express indication that instructions may be
given to the Depositary to give a discretionary proxy to a person designated by
the Company) and a brief statement as to the manner in which such instructions
may be given. Upon the written request of the holders of Receipts on the
relevant record date (which shall be the same date as the record date for the
Stock), the Depositary shall endeavor insofar as practicable to vote or cause to
be voted, in accordance with the instructions set forth in such requests, the
maximum number of whole shares of Stock represented by the Depositary Shares
evidenced by all Receipts as to which any particular voting instructions are
received. The Company hereby agrees to take all action which may be deemed
necessary by the Depositary in order to enable the Depositary to vote such Stock
or cause such Stock to be voted. In the absence of specific instructions from
the holder of a Receipt, the Depositary will abstain from voting (but, at its
discretion, not from appearing at any meeting with respect to such Stock unless
directed to the contrary by the holders of all the Receipts) to the extent of
the Stock represented by the Depositary Shares evidenced by such Receipt.

         SECTION 4.06. Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, etc.. Upon any change in par or stated
value or liquidation preference, split-up, combination or any other
reclassification of the Stock, or upon any recapitalization, reorganization,
merger, amalgamation or consolidation affecting the Company or to which it is a
party, the Depositary may in its discretion with the approval of, and shall upon
the instructions of, the Company, and (in either case) in such manner as the
Depositary may deem equitable, (i) make such adjustments as are certified by the
Company in (x) the fraction of an interest




                                      -17-
<PAGE>   22
represented by one Depositary Share in one share of Stock and (y) the ratio of
the redemption price per Depositary Share to the redemption price of a share of
Stock, in each case as may be necessary fully to reflect the effects of such
change in par or stated value or liquidation preference, split-up, combination
or other reclassification of Stock, or of such recapitalization, reorganization,
merger, amalgamation or consolidation and (ii) treat any securities which shall
be received by the Depositary in exchange for or upon conversion of or in
respect of the Stock as new deposited securities so received in exchange for or
upon conversion or in respect of such Stock. In any such case, the Depositary
may in its discretion, with the approval of the Company, execute and deliver
additional Receipts, or may call for the surrender of all outstanding Receipts
to be exchanged for new Receipts specifically describing such new deposited
securities. Anything to the contrary herein notwithstanding, holders of Receipts
shall have the right from and after the effective date of any such change in par
or stated value or liquidation preference, split-up, combination or other
reclassification of the Stock or any such recapitalization, reorganization,
merger, amalgamation or consolidation to surrender such Receipts to the
Depositary with instructions to convert, exchange or surrender the Stock
represented thereby only into or for, as the case may be, the kind and amount of
shares of stock and other securities and property and cash into which the Stock
represented by such Receipts might have been converted or for which such Stock
might have been exchanged or surrendered immediately prior to the effective date
of such transaction.

         SECTION 4.07. Inspection of Reports. The Depositary shall transmit to
the record holders of Receipts, at the addresses of such record holders as set
forth on the books of the Depositary, and shall make available for inspection by
holders of Receipts at the Depositary's Office, and at such other places as it
may from time to time deem advisable, any reports and




                                      -18-
<PAGE>   23
communications received from the Company which are received by the Depositary as
the holder of Stock.

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

                                   ARTICLE V

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

         SECTION 5.01. Maintenance of Offices, Agencies and Transfer Books by
the Depositary; Registrar. Upon execution of this Deposit Agreement, the
Depositary shall maintain at the Depositary's Office, facilities for the
execution and delivery, registration and registration of transfer, surrender and
exchange of Receipts, and at the offices of the Depositary's Agents, if any,
facilities for the delivery, registration of transfer, surrender and exchange of
Receipts, all in accordance with the provisions of this Deposit Agreement.

         The Depositary shall keep books at the Depositary's Office for the
registration and registration of transfer of Receipts, which books at all
reasonable times shall be open for inspection by the record holders of Receipts;
provided, that any such holder requesting to exercise such right shall certify
to the Depositary that such inspection shall be for a proper purpose reasonably
related to such person's interest as an owner of Depositary Shares evidenced by
the Receipts.

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


                                      -19-
<PAGE>   24
         The Depositary may, with the approval of the Company, appoint a
Registrar for registration of the Receipts or the Depositary Shares evidenced
thereby. If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on the New York Stock
Exchange, the Depositary will appoint a Registrar (acceptable to the Company)
for registration of such receipts or Depositary Shares in accordance with any
requirements of such Exchange. Such Registrar (which may be the Depositary if so
permitted by the requirements of such Exchange) may be removed and a substitute
registrar appointed by the Depositary upon the request or with the approval of
the Company. If the Receipts, such Depositary Shares or such Stock are listed on
one or more other stock exchanges, the Depositary will, at the request of the
Company, arrange such facilities for the delivery, registration, registration of
transfer, surrender and exchange of such Receipts, such Depositary Shares or
such Stock as may be required by law or applicable stock exchange regulation.

         SECTION 5.02. Prevention of or Delay in Performance by the Depositary,
the Depositary's Agents, the Registrar or the Company. Neither the Depositary
nor any Depositary's Agent nor any Registrar nor the Company shall incur any
liability to any holder of any Receipt if by reason of any provision of any
present or future law, or regulation thereunder, of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Restated Certificate of Incorporation (including the
Certificate) or by reason of any act of God or war or other circumstance beyond
the control of the relevant party, the Depositary, the Depositary's Agent, the
Registrar or the Company shall be prevented or forbidden from, or subjected to
any penalty on account of, doing or performing any act or thing which the terms
of this Deposit Agreement provide shall be done or performed; nor shall the

                                      -20-
<PAGE>   25
Depositary, any Depositary's Agent, any Registrar or the Company incur any
liability to any holder of a Receipt (i) by reason of any nonperformance or
delay, caused as aforesaid, in the performance of any act or thing which the
terms of this Deposit Agreement provide shall or may be done or performed, or
(ii) by reason of any exercise of, or failure to exercise, any discretion
provided for in this Deposit Agreement except, in case of any such exercise or
failure to exercise discretion not caused as aforesaid, if caused by the
negligence or willful misconduct of the party charged with such exercise or
failure to exercise.

         SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
the Registrar and the Company. Neither the Depositary nor any Depositary's Agent
nor any Registrar nor the Company assumes any obligation or shall be subject to
any liability under this Deposit Agreement to holders of Receipts other than for
its negligence or willful misconduct.

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

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

                                      -21-
<PAGE>   26
document believed by it to be genuine and to have been signed or presented by
the proper party or parties.

         The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the shares of Stock or for the manner or effect
of any such vote made, as long as any such action or non-action is in good
faith. The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Depositary or any Registrar. The Depositary will
be liable to the Company for any liability which may arise out of acts performed
or omitted by the Depositary or the Depositary's Agents due to its or their
gross negligence or willful misconduct. The Depositary, the Depositary's Agents,
and any Registrar may own and deal in any class of securities of the Company and
its affiliates and in Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its affiliates.

         SECTION 5.04. Resignation and Removal of the Depositary; Appointment of
Successor Depositary. The Depositary may at any time resign as Depositary
hereunder by notice of its election so to do delivered to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

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

         In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its

                                      -22-
<PAGE>   27
principal office in the United States of America and having a combined capital
and surplus of at least $50,000,000. If no successor Depositary shall have been
so appointed and have accepted appointment within 60 days after delivery of such
notice, the resigning or removed Depositary may petition any court of competent
jurisdiction for the appointment of a successor Depositary. Every successor
Depositary shall execute and deliver to its predecessor and to the Company an
instrument in writing accepting its appointment hereunder, and thereupon such
successor Depositary, without any further act or deed, shall became fully vested
with all the rights, powers, duties and obligations of its predecessor and for
all purposes shall be the Depositary under this Deposit Agreement, and such
predecessor, upon payment of all sums due it and on the written request of the
Company, shall execute and deliver an instrument transferring to such successor
all rights and powers of such predecessor hereunder, shall duly assign, transfer
and deliver all right, title and interest in the Stock and any moneys or
property held hereunder to such successor, and shall deliver to such successor a
list of the record holders of all outstanding Receipts. Any successor Depositary
shall promptly mail notice of its appointment to the record holders of Receipts.

         Any corporation into or with which the Depositary may be merged,
consolidated or converted shall be the successor of such Depositary without the
execution or filing of any document or any further act, and notice thereof shall
not be required hereunder. Such successor Depositary may authenticate the
Receipts in the name of the predecessor Depositary or in the name of the
successor Depositary.

         SECTION 5.05. Corporate Notices and Reports. The Company agrees that it
will transmit to the record holders of Receipts, in each case at the addresses
furnished to it pursuant to Section 4.08, all notices and reports (including
without limitation financial statements) required

                                      -23-
<PAGE>   28
by law, by the rules of any national securities exchange upon which the Stock,
the Depositary Shares or the Receipts are listed or by the Company's Restated
Certificate of Incorporation (including the Certificate) to be furnished by the
Company to holders of Stock. Such transmission will be at the Company's expense.

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

         SECTION 5.07. Charges and Expenses. The Company shall pay all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements hereunder. The Company shall pay all charges of the
Depositary in connection with the initial deposit of the Stock and the initial
issuance of the Depositary Shares, redemption of the Stock at the option of the
Company and all withdrawals of shares of the Stock by owners of Depositary
Shares. All other transfer and other taxes and governmental charges shall be at
the expense of holders of Depositary Shares. If, at the request of a holder of
Receipts, the Depositary incurs charges or expenses for which it is not
otherwise liable hereunder, such holder will be liable for

                                      -24-
<PAGE>   29
such charges and expenses. All other charges and expenses of the Depositary and
any Depositary's Agent hereunder and of any Registrar (including, in each case,
reasonable fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be paid upon consultation and agreement
between the Depositary and the Company as to the amount and nature of such
charges and expenses. The Depositary shall present its statement for charges and
expenses to the Company once every three months or at such other intervals as
the Company and the Depositary may agree.

         SECTION 5.08. Tax Compliance. (a) The Depositary, on its own behalf and
on behalf of the Company will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise
of rights under the Depositary Receipts or the Depositary Shares. Such
compliance shall include, without limitation, the preparation and timely filing
of required returns and the timely payment of all amounts required to be
withheld to the appropriate taxing authority or its designated agent.

         (b)      The Depositary shall comply with any direction received from
the Company with respect to the application of such requirements to particular
payments or holders or in other particular circumstances, and may for purposes
of this Agreement rely on any such direction in accordance with the provisions
of Section 5.03 hereof.

         (c)      The Depositary shall maintain all appropriate records
documenting compliance with such requirements, and shall make such records
available on request to the Company or to its authorized representatives.

                                      -25-
<PAGE>   30
                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         SECTION 6.01. Amendment. The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; provided, however, that no such amendment (other
than any change in the fees of any Depositary, Registrar or Transfer Agent)
which shall materially and adversely alter the rights of the holders of Receipts
shall be effective unless such amendment shall have been approved by the holders
of Receipts evidencing at least a majority of the Depositary Shares then
outstanding. Every holder of an outstanding Receipt at the time any such
amendment becomes effective, or any transferee of such holder shall be deemed,
by continuing to hold such Receipt, or by reason of the acquisition thereof, to
consent and agree to such amendment and to be bound by the Deposit Agreement as
amended thereby.

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

         Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, any Depositary's Agent and any Registrar under
Sections 5.06 and 5.07.

                                      -26-
<PAGE>   31
                                   ARTICLE VII

                                  MISCELLANEOUS

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

         SECTION 7.02. Exclusive Benefit of Parties. This Deposit Agreement is
for the exclusive benefit of the parties hereto, and their respective successors
hereunder, and shall not be deemed to give any legal or equitable right, remedy
or claim to any other person whatsoever.

         SECTION 7.03. Invalidity of Provisions. In case any one or more of the
provisions contained in this Deposit Agreement or in the Receipts should be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein or therein shall
in no way be affected, prejudiced or disturbed thereby.

         SECTION 7.04. Notices. Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail or telegram, telex or
telecopier confirmed by letter, addressed to the Company at 60 Wall Street, New
York, New York 10260, to the attention of the Office of the Secretary, or at any
other address of which the Company shall have notified the Depositary in
writing.

         Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram, telex or telecopier
confirmed by letter, addressed to the Depositary at the Depositary's Office, at
60 Wall Street, New York, New York 10260, or at any other address of

                                      -27-
<PAGE>   32
which the Depositary shall have notified the Company and the record holders of
the Receipts in writing.

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

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

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

         SECTION 7.06. Holders of Receipts Are Parties. The holders 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 of
delivery thereof.

                                      -28-
<PAGE>   33
         SECTION 7.07. Governing Law. This Deposit Agreement and the Receipts
and all rights hereunder and thereunder and provisions hereof and thereof shall
be governed by, and construed in accordance with, the laws of the State of New
York.

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

         SECTION 7.09. Headings. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or the Receipts or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts.

                                      -29-
<PAGE>   34
         IN WITNESS WHEREOF, the Company and the Depositary have duly executed
this Agreement as of the day and year first above set forth, and all holders of
Receipts shall become parties hereto by and upon acceptance by them of delivery
of Receipts issued in accordance with the terms hereof.


                                            J.P. MORGAN & CO. INCORPORATED


Attested by:                                By:


---------------------------------           ----------------------------------
[SEAL]

                                            MORGAN GUARANTY TRUST COMPANY

Attested by:                                By:


---------------------------------           ----------------------------------
[SEAL]


                                      -30-
<PAGE>   35
                                                                       Exhibit A

                            [FORM OF FACE OF RECEIPT]

         TEMPORARY RECEIPT - EXCHANGEABLE FOR DEFINITIVE ENGRAVED RECEIPT WHEN
         READY FOR DELIVERY

         NUMBER                                     DEPOSITARY SHARES

         CERTIFICATE FOR NOT MORE THAN _______________ DEPOSITARY SHARES

         TDR

             DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, REPRESENTING
                          ($ LIQUIDATION PREFERENCE) OF
                         J.P. MORGAN & CO. INCORPORATED

                                                        CUSIP
                                                             -----------

              INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
                       SEE REVERSE FOR CERTAIN DEFINITIONS

MORGAN GUARANTY TRUST COMPANY OF NEW YORK, AS DEPOSITARY (THE "DEPOSITARY"),
HEREBY CERTIFIES THAT

IS THE REGISTERED OWNER OF

                                                               DEPOSITARY SHARES

("DEPOSITARY SHARES"), EACH DEPOSITARY SHARE REPRESENTING OF ONE SHARE OF
($     LIQUIDATION PREFERENCE) (THE "STOCK"), OF J.P. MORGAN & CO. INCORPORATED,
A DELAWARE CORPORATION (THE "CORPORATION"), ON DEPOSIT WITH THE DEPOSITARY,
SUBJECT TO THE TERMS AND ENTITLED TO THE BENEFITS OF THE DEPOSIT AGREEMENT DATED
AS OF _________ __, 1993 (THE "DEPOSIT AGREEMENT"), BETWEEN THE CORPORATION AND
THE DEPOSITARY. BY ACCEPTING THIS DEPOSITARY RECEIPT THE HOLDER HEREOF BECOMES A
PARTY TO AND AGREES TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THE DEPOSIT
AGREEMENT. THIS DEPOSITARY RECEIPT SHALL NOT BE VALID OR OBLIGATORY FOR ANY
PURPOSE OR ENTITLED TO ANY BENEFITS UNDER THE DEPOSIT AGREEMENT UNLESS IT SHALL
HAVE BEEN EXECUTED BY THE DEPOSITARY BY THE MANUAL SIGNATURE OF A DULY
AUTHORIZED OFFICER OR, IF EXECUTED IN FACSIMILE BY THE DEPOSITARY, COUNTERSIGNED
BY A REGISTRAR IN RESPECT OF THE DEPOSITARY RECEIPTS BY THE MANUAL SIGNATURE OF
A DULY AUTHORIZED OFFICER THEREOF.

<TABLE>
<CAPTION>
DATED:                                                                 COUNTERSIGNED:

<S>                                               <C>                                              <C>
MORGAN GUARANTY TRUST COMPANY OF NEW YORK         MORGAN GUARANTY TRUST COMPANY OF  NEW YORK       MORGAN GUARANTY TRUST COMPANY OF
                                                                                                   NEW YORK
DEPOSITARY                                        REGISTRAR                                        TRANSFER AGENT
BY                                                BY                                               BY
         AUTHORIZED OFFICER                                AUTHORIZED OFFICER                              AUTHORIZED OFFICER
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<PAGE>   36
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<PAGE>   37
                          [FORM OF REVERSE OF RECEIPT]

                         J.P. MORGAN & CO. INCORPORATED

         J.P. MORGAN & CO. INCORPORATED WILL FURNISH WITHOUT CHARGE TO EACH
RECEIPTHOLDER WHO SO REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR
SUMMARY OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE, PARTICIPATING,
OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR SERIES THEREOF WHICH
THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE QUALIFICATIONS, LIMITATIONS OR
RESTRICTIONS OF SUCH PREFERENCES AND/OR RIGHTS. ANY SUCH REQUEST IS TO BE
ADDRESSED TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS RECEIPT.

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

         TEN COM - as tenants in common             UNIF GIFT MIN ACT __________
Custodian _________

(Minor)                                                      (Cust)

         TEN ENT - as tenants by the entireties Under Uniform Gifts to Minors
         Act

         JT TEN  - as joint tenants with right of supervisorship and not as
         tenants in common
                                --------------------------------------------
                                (State)

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

         For value received, __________________ hereby sells, assigns and
         transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
         IDENTIFYING NUMBER OF ASSIGNEE

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

--------------------------------------------------------------------------------
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE ASSIGNEE

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

------------------------------------------------------------ Depositary Shares
represented by the within Receipt, and do hereby irrevocably constitute and
appoint Attorney to transfer the said Depositary Shares on the books of the
within-named Depositary with full power of substitution in the premises

Dated
      ------------------------


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


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