<PAGE>

                                                                     EXHIBIT 4.4


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





                                MASCO CORPORATION


                                       and


                    ----------------------------------------
                                  As Depositary


                                       and


                         HOLDERS OF DEPOSITARY RECEIPTS



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

                                DEPOSIT AGREEMENT

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




                            Dated as of
                                        ------------





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

<PAGE>


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                      Page
                                                                                                      ----
<S>                                                                                                   <C>
Parties..........................................................................................     1
Recitals ........................................................................................     1

                                                 ARTICLE I
                                                DEFINITIONS

"Certificate of Designation".....................................................................     1
"Certificate of Incorporation"...................................................................     1
"Company"........................................................................................     1
"Corporate Office" ..............................................................................     1
"Deposit Agreement"..............................................................................     2
"Depositary" ....................................................................................     2
"Depositary Share" ..............................................................................     2
"Depositary's Agent" ............................................................................     2
"Receipt"........................................................................................     2
"record holder"..................................................................................     2
"Registrar"......................................................................................     2
"Securities Act" ................................................................................     2
"Stock"..........................................................................................     2

                                                ARTICLE II

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

SECTION 2.01               Form and Transfer of Receipts ........................................     3
SECTION 2.02               Deposit of Stock; Execution and
                             Delivery of Receipts in
                             Respect Thereof ....................................................     4
SECTION 2.03               Redemption and Repurchase of Stock....................................     5
SECTION 2.04               Register of Transfer of Receipts......................................     7
SECTION 2.05               Combination and Split-ups
                             of Receipts ........................................................     7
SECTION 2.06               Surrender of Receipts and Withdrawal
                             of Stock ...........................................................     7
</TABLE>


                                       i

<PAGE>


<TABLE>
<S>                                                                                                   <C>
SECTION 2.07               Limitations on Execution and Delivery,
                             Transfer, Split-up, Combination and
                             Surrender of Receipts and Withdrawal
                             or Deposit of Stock.................................................     8
SECTION 2.08               Lost Receipts, etc....................................................     8
SECTION 2.09               Cancellation and Destruction of
                             Surrendered Receipts................................................     9

                                                ARTICLE III

                        CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.01               Filing Proofs, Certificates and
                             Other Information ..................................................     9
SECTION 3.02               Payment of Taxes or Other
                             Governmental Charges................................................     9
SECTION 3.03               Withholding ..........................................................     9
SECTION 3.04               Representations and Warranties
                             as to Stock ........................................................    10

                                                ARTICLE IV

                                            THE STOCK, NOTICES

SECTION 4.01               Cash Distributions....................................................    10
SECTION 4.02               Distributions Other Than Cash ........................................    10
SECTION 4.03               Subscription Rights, Preferences
                             or Privileges ......................................................    11
SECTION 4.04               Notice of Dividends, Fixing of Record
                             Date for Holders of Receipts........................................    12
SECTION 4.05               Voting Rights ........................................................    12
SECTION 4.06               Changes Affecting Stock and
                             Reclassifications, Recapitalizations, etc. .........................    12
SECTION 4.07               Reports ..............................................................    13
SECTION 4.08               Lists of Receipt Holders..............................................    13
</TABLE>


                                       ii

<PAGE>


<TABLE>
<S>                                                                                                  <C>
                                                     ARTICLE V

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

SECTION 5.01               Maintenance of Offices, Agencies,
                             Transfer Books by the Depositary;
                             the Registrar ......................................................    13
SECTION 5.02               Prevention or Delay in Performance
                             by the Depositary, the Depositary's
                             Agents, the Registrar or the
                             Company ............................................................    14
SECTION 5.03               Obligations of the Depositary, the
                             Depositary's Agents, the Registrar
                             and the Company ....................................................    14
SECTION 5.04               Resignation and Removal of the
                             Depositary, Appointment of
                             Successor Depositary................................................    16
SECTION 5.05               Corporate Notices and Reports ........................................    17
SECTION 5.06               Deposit of Stock by the Company ......................................    17
SECTION 5.07               Indemnification by the Company........................................    17
SECTION 5.08               Fees, Charges and Expenses............................................    17

                                                ARTICLE VI

                                         AMENDMENT AND TERMINATION

SECTION 6.01               Amendment ............................................................    18
SECTION 6.02               Termination ..........................................................    18

                                                ARTICLE VII

                                               MISCELLANEOUS

SECTION 7.01               Counterparts..........................................................    18
SECTION 7.02               Exclusive Benefits of Parties ........................................    19
SECTION 7.03               Invalidity of Provisions..............................................    19
SECTION 7.04               Notices ..............................................................    19
SECTION 7.05               Depositary's Agents ..................................................    20
SECTION 7.06               Holders of Receipts Are Parties ......................................    20
</TABLE>


                                      iii


<PAGE>


<TABLE>
<S>                                                                                                  <C>
SECTION 7.07               Governing Law ........................................................    20
SECTION 7.08               Headings..............................................................    20


TESTIMONIUM......................................................................................    21


SIGNATURES.......................................................................................    21

EXHIBIT A........................................................................................     1
</TABLE>


                                       iv

<PAGE>


                                DEPOSIT AGREEMENT

         DEPOSIT AGREEMENT, dated as of               among Masco Corporation, a
Delaware corporation,                  , a              existing under the laws
of the State of                , as Depositary, and all holders from time to
time of Receipts issued hereunder.

                              W I T N E S S E T H:

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

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

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

                                    ARTICLE I

                                   DEFINITIONS

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

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

         "Certificate of Incorporation" shall mean the Restated Certificate of
Incorporation, as amended and restated from time to time, of the Company.

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

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


                                       1
<PAGE>

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

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

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

         "Depositary's Agent" shall mean an agent appointed by the Depositary as
provided, and for the purposes specified, in Section 7.05.

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

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

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

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

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

                                   ARTICLE II

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



                                       2
<PAGE>

         SECTION 2.01. Form and Transfer of Receipts. Receipts shall be engraved
or printed or lithographed on steel-engraved borders unless they are evidenced
by a global receipt held by a depositary for a clearing system and shall be
substantially in the form set forth in Exhibit A annexed to this Deposit
Agreement, with appropriate insertions, modifications and omissions, as
hereinafter provided. Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of the Depositary; provided, however,
that such signature may be a facsimile if a Registrar (other than the
Depositary) shall have countersigned the Receipts by manual signature of a duly
authorized officer of the Registrar. Pending the preparation of definitive
Receipts, the Depositary, upon the written order of the Company delivered in
accordance with Section 2.02, shall execute and deliver temporary Receipts which
shall be printed, lithographed, typewritten, or otherwise reproduced
substantially of the tenor of the definitive Receipts in lieu of which they are
issued and with appropriate insertions, omissions, substitutions and other
variations as the persons executing such Receipts may determine are necessary
for such temporary Receipts, as evidenced by their execution of such temporary
Receipts. If temporary Receipts are issued, the Company and the Depositary will
cause definitive Receipts to be prepared without unreasonable delay; provided
that if such temporary Receipts are global Receipts definitive Receipts need not
be prepared until the Receipts cease to be held in global form. After the
preparation of definitive Receipts, the temporary Receipts shall be exchangeable
for definitive Receipts upon surrender of the temporary Receipts at the
Corporate Office or such other office as the Depositary may designate, without
charge to the holder. Upon surrender for cancellation of any one or more
temporary Receipts, the Depositary shall execute and deliver in exchange
therefor definitive Receipts representing the same number of Depositary Shares
as represented by the surrendered temporary Receipt or Receipts. Such exchange
shall be made at the Company's expense and without any charge therefor. Until so
exchanged, the temporary Receipts shall in all respects be entitled to the same
benefits under this Agreement, and with respect to the Stock, as definitive
Receipts.

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

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

         Receipts may be endorsed with or have incorporated in the text thereof
such legends or recitals or changes not inconsistent with the provisions of this
Deposit Agreement as may be required by the Depositary or required to comply
with any applicable law or regulation or with



                                       3
<PAGE>

the rules and regulations of any securities exchange upon which the Stock or the
Depositary Shares may be listed or to conform with any usage with respect
thereto, or to indicate any special limitations or restrictions to which any
particular Receipts are subject by reason of the date of issuance of the Stock
or otherwise.

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

         SECTION 2.02. 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 deposit such Stock under this Deposit
Agreement by delivery to the Depositary of a certificate or certificates for the
Stock to be deposited, properly endorsed or accompanied, if required by the
Depositary, by a properly executed instrument of transfer in form satisfactory
to the Depositary, together with (i) all such certifications as may be required
by the Depositary in accordance with the provisions of this Deposit Agreement
and (ii) a written order of the Company or such holder, as the case may be,
directing the Depositary to execute and deliver to or upon the written order of
the person or persons stated in such order a Receipt or Receipts for the number
of Depositary Shares representing such deposited Stock.

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

         Upon receipt by the Depositary of a certificate or certificates for
Stock to be deposited hereunder, together with the other documents specified
above, the Depositary, subject to the terms and conditions of this Deposit
Agreement, shall execute and deliver, to or upon the order of the person or
persons named in the written order delivered to the Depositary referred to in
the first paragraph of this Section 2.02, a Receipt or Receipts for the number
of whole Depositary Shares representing the Stock so deposited and registered in
such name or names as may be requested by such person or persons. The Depositary
shall execute and deliver such Receipt or Receipts at the Corporate Office,
except that, at the request, risk and expense of any person requesting such
delivery and for the account of such person, such delivery may be made at such
other place as may be designated by such person. In each case, delivery will be
made only upon payment by such person to the Depositary of all taxes and other
governmental charges and any



                                       4
<PAGE>

fees payable in connection with such deposit and the transfer of the deposited
Stock.

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

         SECTION 2.03. Redemption and Repurchase of Stock. Whenever the Company
shall redeem shares of Stock in accordance with the Certificate of Designation,
it shall (unless otherwise agreed in writing with the Depositary) give the
Depositary in its capacity as Depositary not less than 3 business days' prior
notice of the proposed date of the mailing of a notice of redemption of Stock
and the simultaneous redemption of the Depositary Shares representing the Stock
to be redeemed and of the number of such shares of Stock held by the Depositary
to be redeemed. The Depositary shall, as directed by the Company in writing,
mail, first class postage prepaid, notice of the redemption of Stock and the
proposed simultaneous redemption of the Depositary Shares representing the Stock
to be redeemed not less than 30 and not more than 60 days prior to the date
fixed for redemption of such Stock and Depositary Shares, to the record holders
of the Receipts evidencing the Depositary Shares to be so redeemed at the
addresses of such holders as the same appear on the records of the Depositary.
Notwithstanding the foregoing, neither failure to mail or publish any such
notice to one or more such holders nor any defect in any notice shall affect the
sufficiency of the proceedings for redemption. The Company shall provide the
Depositary with such notice, and each such notice shall state the method for
determining the amount payable per Depositary Share, the redemption date, and
the number of Depositary Shares to be redeemed, and such notice shall call upon
each holder of Depositary Shares to surrender, on the redemption date and at the
place or places designated by the Company, the Receipts evidencing Depositary
Shares to be redeemed. On the date of any such redemption the Depositary shall
surrender the certificate or certificates held by the Depositary evidencing the
number of shares of Stock to be redeemed in the manner specified in the notice
of redemption of Stock provided by the Company pursuant to the Certificate of
Designation. The Depositary shall, thereafter, redeem the number of Depositary
Shares representing such redeemed Stock upon the surrender of Receipts
evidencing such Depositary Shares in the manner provided in the notice sent to
record holders of Receipts.

         Notice having been mailed by the Depositary as aforesaid, from and
after the redemption date (unless the Company shall have failed to redeem the
shares of Stock to be redeemed by it upon the surrender of the certificate or
certificates therefor by the Depositary as described in the preceding
paragraph), the Depositary Shares called for redemption shall be deemed no
longer to be outstanding and all rights of the holders of Receipts evidencing
such Depositary Shares (except the right to receive the cash, securities or
other property payable upon redemption upon surrender of such Receipts) shall,
to the extent of such Depositary Shares, cease and terminate. The foregoing
shall be subject further to the terms and conditions of the Certificate of
Designation.


                                       5
<PAGE>

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

         The Depositary shall not be required to transfer or exchange for
another Receipt any Receipt evidencing Depositary Shares called or being called
for redemption, in whole or in part except as provided in the immediately
preceding paragraph of this Section 2.03.

         Whenever the Company shall be required to make an offer to repurchase
Depositary Shares representing Stock in accordance with the Certificate of
Designation, it shall give the Depositary in its capacity as Depositary not less
than 3 business days' prior notice of the required date of the mailing of a
notice of the repurchase offer. The Depositary shall, as directed by the Company
in writing, mail, first class postage prepaid, notice of the relevant terms of
the repurchase offer, as provided by the Company, including: (i) that such
notice is being given pursuant to a repurchase offer, (ii) the number of
Depositary Shares and Stock for which the offer is being made, (iii) the method
for determining the amount payable per Depositary Share, (iv) the last date,
which shall not be less than 30 nor more than 60 days after the date of such
notice, by which a holder must elect to accept the repurchase offer, (v) the
procedures that such holder must follow to exercise its rights, and (vi) the
procedures for withdrawing an election.

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



                                       6
<PAGE>

         SECTION 2.04. Register of Transfer of Receipts. Subject to the terms
and conditions of this Deposit Agreement, the Depositary shall register on its
books from time to time transfers of Receipts upon any surrender thereof at the
Corporate Office, or such other office as the Depositary may designate for such
purpose, by the record holder in person or by a duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer,
together with evidence of the payment of any transfer taxes as may be required
by law. Upon such surrender, the Depositary shall execute a new Receipt or
Receipts and deliver the same to or upon the order of the person entitled
thereto evidencing the same aggregate number of Depositary Shares evidenced by
the Receipt or Receipts surrendered.

         SECTION 2.05. Combination and Split-ups of Receipts. Upon surrender of
a Receipt or Receipts at the Corporate Office, or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination
of Receipts, subject to the terms and conditions of this Deposit Agreement, the
Depositary shall execute and deliver a new Receipt or Receipts in the authorized
denominations requested evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered; provided, however, that
the Depositary shall not issue any Receipt evidencing a fractional Depositary
Share.

         SECTION 2.06. Surrender of Receipts and Withdrawal of Stock. Any holder
of a Receipt, including the Company, shall have the right, upon payment of any
amount due to the Depositary with respect to the Receipt, to withdraw any or all
of the Stock (but only in whole shares of Stock) represented by the Depositary
Shares and all money and other property, if any, represented by such Depositary
Shares by surrendering the Receipt or Receipts evidencing such Depositary Shares
at the Corporate Office, or at such other office as the Depositary may designate
for such withdrawals (and cancellation of the surrendered Receipts as provided
in Section 2.09). After such surrender, without unreasonable delay, the
Depositary shall deliver to the holder the whole number of shares of Stock and
all such money and other property, if any, represented by the Depositary Shares
evidenced by the Receipt or Receipts so surrendered for withdrawal. If the
Receipt or Receipts delivered by the holder to the Depositary in connection with
such withdrawal shall evidence a number of Depositary Shares in excess of the
number of whole Depositary Shares representing the whole number of shares of
Stock to be withdrawn, the Depositary shall at the same time, in addition to
such whole number of shares of Stock and such money and other property, if any,
to be withdrawn, deliver to the holder, or (subject to Section 2.04) upon its
order, a new Receipt or Receipts evidencing such excess number of whole
Depositary Shares.

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

         The Depositary shall deliver the Stock and the money and other
property, if any,



                                       7
<PAGE>

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

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

         SECTION 2.07. Limitations on Execution and Delivery, Transfer,
Split-up, Combination and Surrender of Receipts and Withdrawal or Deposit of
Stock. As a condition precedent to the execution and delivery, registration of
transfer, split-up, combination, or surrender of any Receipt, the delivery of
any distribution thereon or deposit of Stock, the Depositary, any of the
Depositary's Agents or the Company may require any or all of the following: (i)
payment to it of a sum sufficient for the payment (or, in the event that the
Depositary or the Company shall have made such payment, the reimbursement to it)
of any tax or other governmental charge with respect thereto (including any such
tax or charge with respect to the Stock being deposited or withdrawn or with
respect to property of the Company being issued upon redemption); (ii)
production of proof satisfactory to it as to the identity and genuineness of any
signature; and (iii) compliance with such reasonable regulations, if any, as the
Depositary or the Company may establish not inconsistent with the provisions of
this Deposit Agreement.

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

         SECTION 2.08. Lost Receipts, etc. In case any Receipt shall be
mutilated or destroyed or lost or stolen, the Depositary shall execute and
deliver a Receipt of like form and tenor in exchange and substitution for such
mutilated Receipt or in lieu of and in substitution for such destroyed, lost or
stolen Receipt unless the Depositary has notice that such Receipt has been
acquired by a bona fide purchaser; provided, however, that the holder thereof
provides the Depositary with (i) evidence satisfactory to the Depositary of such
destruction, loss or theft of such Receipt, of the authenticity thereof and of
his ownership thereof, (ii) reasonable indemnification satisfactory to the
Depositary or the payment of any charges incurred by the



                                       8
<PAGE>

Depositary in obtaining insurance in lieu of such indemnification and (iii)
payment of any expense (including fees, charges and expenses of the Depositary)
in connection with such execution and delivery.

         SECTION 2.09. Cancellation and Destruction of Surrendered Receipts. All
Receipts surrendered to the Depositary or any Depositary's Agent shall be
cancelled by the Depositary. Except as prohibited by applicable law or
regulation, the Depositary is authorized to destroy such Receipts so canceled.

                                   ARTICLE III

                         CERTAIN OBLIGATIONS OF HOLDERS
                           OF RECEIPTS AND THE COMPANY


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

         SECTION 3.02. Payment of Taxes or Other Governmental Charges. If any
tax or other governmental charge shall become payable by or on behalf of the
Depositary with respect to (i) any Receipt, (ii) the Depositary Shares evidenced
by such Receipt, (iii) the Stock (or fractional interest therein) or other
property represented by such Depositary Shares, or (iv) any transaction referred
to in Section 4.06, such tax (including transfer, issuance or acquisition taxes,
if any) or governmental charge shall be payable by the holder of such Receipt,
who shall pay the amount thereof to the Depositary. Until such payment is made,
registration or transfer of any Receipt or any split-up or combination thereof
or any withdrawal of the Stock or money or other property, if any, represented
by the Depositary Shares evidenced by such Receipt may be refused, any dividend
or other distribution may be withheld and any part or all of the Stock or other
property represented by the Depositary Shares evidenced by such Receipt may be
sold for the account of the holder thereof (after attempting by reasonable means
to notify such holder prior to such sale). Any dividend or other distribution so
withheld and the proceeds of any such sale may be applied to any payment of such
tax or other governmental charge, the holder of such Receipt remaining liable
for any deficiency.

         SECTION 3.03. Withholding. The Depositary shall act as the tax
withholding agent for any payments, distributions made with respect to the
Depositary Shares and Receipts, and the



                                       9
<PAGE>

Stock. The Depositary shall be responsible with respect to the Depository
Shares, Receipts and Stock for the timely (i) collection and deposit of any
required withholding or backup withholding tax, and (ii) filing of any
information returns or other documents with federal (and other applicable)
taxing authorities.

         SECTION 3.04. Representations and Warranties as to Stock. In the case
of the initial deposit of the Stock, the Company and, in the case of subsequent
deposits thereof, each person so depositing Stock under this Deposit Agreement
shall be deemed thereby to represent and warrant that such Stock and each
certificate therefor are valid and that the person making such deposit is duly
authorized to do so. Such representations and warranties shall survive the
deposit of the Stock and the issuance of Receipts therefor.

                                   ARTICLE IV

                               THE STOCK, NOTICES

         SECTION 4.01. Cash Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Stock, the Depositary shall,
subject to Section 3.02, distribute to record holders of Receipts on the record
date fixed pursuant to Section 4.04 such amounts of such sum as are, as nearly
as practicable, in proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders; provided, however, that in case
the Company or the Depositary shall be required by law to withhold and does
withhold from any cash dividend or other cash distribution in respect of the
Stock an amount on account of taxes, the amount made available for distribution
or distributed in respect of Depositary Shares shall be reduced accordingly. The
Depositary shall distribute or make available for distribution, as the case may
be, only such amount, however, as can be distributed without attributing to any
owner 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. Distributions Other Than Cash. Whenever the Depositary
shall receive any distribution other than cash, rights, preferences or
privileges upon the Stock, the Depositary shall, subject to Section 3.02,
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 respective numbers of Depositary
Shares evidenced by the Receipts held by such holders, in any manner that the
Depositary and the Company may deem equitable and practicable for accomplishing
such distribution. If, in the opinion of the Company after consultation with the
Depositary, such distribution cannot be made proportionately among such record
holders, or if for any other reason (including any tax withholding or securities
law requirement), the Depositary deems, after consultation with the Company,
such distribution not to be feasible, the Depositary may, with the approval of
the Company which approval shall not



                                       10
<PAGE>

be unreasonably withheld, adopt such method as it deems equitable and
practicable for the purpose of effecting such distribution, including the sale
(at public or private sale) of the securities or property thus received, or any
part thereof, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall, subject to Section 3.02, 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.

         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 registered on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Company shall instruct
(including by the issue to such record holders of warrants representing such
rights, preferences or privileges); provided, however, that (a) if at the time
of issue or offer of any such rights, preferences or privileges the Company
determines and instructs the Depositary that it is not lawful or feasible to
make such rights, preferences or privileges available to some or all holders of
Receipts (by the issue of warrants or otherwise) or (b) if and to the extent
instructed by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, the Depositary shall then, in each case, and if
applicable laws or the terms of such rights, preferences or privileges so
permit, sell such rights, preferences or privileges of such holders at public or
private sale, at such place or places and upon such terms as it may deem proper.
The net proceeds of any such sale shall be distributed by the Depositary to the
record holders of Receipts entitled thereto as provided by Section 4.01 in the
case of a distribution received in cash.

         If registration under the Securities Act of the securities to which any
rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold such securities, the Company shall promptly file
a registration statement pursuant to the Securities Act with respect to such
rights, preferences or privileges and securities and use its best efforts and
take all steps available to it to cause such registration statement to become
effective sufficiently in advance of the expiration of such rights, preferences
or privileges to enable such holders to exercise such rights, preferences or
privileges. In no event shall the Depositary make available to the holders of
Receipts any right, preference or privilege to subscribe for or to purchase any
securities unless and until such registration statement shall have become
effective or unless the offering and sale of such securities to such holders are
exempt from registration under the provisions of the Securities Act.

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




                                       11
<PAGE>

preferences or privileges to enable such holders to exercise such rights,
preferences or privileges.

         SECTION 4.04. Notice of Dividends, Fixing of Record Date for Holders of
Receipts. Whenever (i) any cash dividend or other cash distribution shall become
payable, or any distribution other than cash shall be made, or any rights,
preferences or privileges shall at any time be offered, with respect to the
Stock, or (ii) the Depositary shall receive notice of any meeting at which
holders of Stock are entitled to vote or of which holders of Stock are entitled
to notice, or of any mandatory conversion of, or any election on the part of the
Company to call for the redemption or exchange of, any shares of Stock, the
Depositary shall in each such instance fix a record date (which shall be the
same date as the record date fixed by the Company with respect to the Stock) for
the determination of the holders of Receipts (x) who shall be entitled to
receive such dividend, distribution, rights, preferences or privileges or the
net proceeds of the sale thereof, or (y) who shall be entitled to give
instructions for the exercise of voting rights at any such meeting or to receive
notice of such meeting or of such conversion, exchange or redemption.

         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 be provided by the Company and which shall contain (i) such
information as is contained in such notice of meeting, (ii) a statement that the
holders of Receipts at the close of business on a specified record date fixed
pursuant to Section 4.04 will be entitled, subject to any applicable provision
of law, the Certificate of Incorporation or the Certificate of Designation, to
instruct the Depositary as to the exercise of the voting rights pertaining to
the Stock represented by their respective Depositary Shares and (iii) a brief
statement as to the manner in which such instructions may be given. Upon the
written request of a holder of a Receipt on such record date, the Depositary
shall endeavor insofar as practicable to vote or cause to be voted the Stock
represented by the Depositary Shares evidenced by such Receipt in accordance
with the instructions set forth in such request. The Company hereby agrees to
take all reasonable action that may be deemed necessary by the Depositary in
order to enable the Depositary to vote such Stock or cause such Stock to be
voted. In the absence of specific instructions from the holder of a Receipt, the
Depositary will abstain from voting to the extent of the Stock represented by
the Depositary Shares evidenced by such Receipt.

         SECTION 4.06. Changes Affecting Stock and Reclassifications,
Recapitalizations, etc. Upon any split-up, consolidation or any other
reclassification of Stock, or upon any recapitalization, reorganization, merger,
amalgamation or consolidation affecting the Company or to which it is a party or
sale of all or substantially all of the Company's assets, the Depositary shall
treat any shares of stock or other securities or property (including cash) that
shall be received by the Depositary in exchange for or in respect of the Stock
as new deposited property under this Deposit Agreement, and Receipts then
outstanding shall thenceforth represent the proportionate interests of holders
thereof in the new deposited property so received in exchange for or in respect
of such Stock. In any such case the Depositary may, in its discretion, with the




                                       12
<PAGE>

approval of the Company, execute and deliver additional Receipts, or may call
for the surrender of all outstanding Receipts to be exchanged for new Receipts
specifically describing such new deposited property.

         SECTION 4.07. Reports. The Company or, at the option of the Company,
the Depositary shall forward to the holders of Receipts any reports and
communications received from the Company that are received by the Depositary as
the holder of Stock.

         SECTION 4.08. 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.
At the expense of the Company, the Company shall have the right to inspect
transfer and registration records of the Depositary, any Depositary's Agent or
the Registrar, take copies thereof and require the Depositary, any Depositary's
Agent or the Registrar to supply copies of such portions of such records as the
Company may request.

                                    ARTICLE V

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

         SECTION 5.01. Maintenance of Offices, Agencies, Transfer Books by the
Depositary; the Registrar. Upon execution of this Deposit Agreement in
accordance with its terms, the Depositary shall maintain (i) at the Corporate
Office facilities for the execution and delivery, registration, registration of
transfer, surrender, split-up, combination and redemption of Receipts and
deposit and withdrawal of Stock, and (ii) at the offices of the Depositary's
Agents, if any, facilities for the delivery, registration, registration of
transfer, surrender, split-up, combination, and redemption of Receipts and
deposit and withdrawal of Stock, all in accordance with the provisions of this
Deposit Agreement.

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

         If the Receipts or the Depositary Shares evidenced thereby or the Stock
represented by such Depositary Shares shall be listed on one or more stock
exchanges, the Depositary shall, with the approval of the Company, appoint a
Registrar for registry of such Receipts or Depositary



                                       13
<PAGE>

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

         SECTION 5.02. Prevention or Delay in Performance by the Depositary, the
Depositary's Agents, the Registrar or the Company. Neither the Depositary nor
any Depositary's Agent nor the Registrar nor the Company shall incur any
liability to any holder of any Receipt, if by reason of any provision of any
present or future law or regulation thereunder of the United States of America
or of any other governmental authority or, in the case of the Depositary, the
Registrar or any Depositary's Agent, by reason of any provision, present or
future, of the Certificate of Incorporation or the Certificate of Designation
or, in the case of the Company, the Depositary, the Registrar or any
Depositary's Agent, by reason of any act of God or war or other circumstances
beyond the control of the relevant party, the Depositary, any Depositary's
Agent, the Registrar or the Company shall be prevented or forbidden from doing
or performing any act or thing that the terms of this Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary's Agent,
the Registrar or the Company incur any liability to any holder of a Receipt (i)
by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing that the terms of this Deposit Agreement provide
shall or may be done or performed, or (ii) by reason of any exercise of, or
failure to exercise, any discretion provided for in this Deposit Agreement
except, in the case of the Depositary, any Depositary's Agent or the Registrar,
if any such exercise or failure to exercise discretion is caused by its gross
negligence or willful misconduct.

         SECTION 5.03. Obligations of the Depositary, the Depositary's Agents,
the Registrar and the Company. The Company assumes no obligation and shall be
subject to no liability under this Deposit Agreement or the Receipts to holders
or other persons, except to perform in good faith such obligations as are
specifically set forth and undertaken by it to perform in this Deposit
Agreement. Each of the Depositary, the Depositary's Agents and the Registrar
assumes no obligation and shall be subject to no liability under this Deposit
Agreement or the Receipts to holders or other persons, except to perform such
obligations as are specifically set forth and undertaken by it to perform in
this Deposit Agreement without gross negligence or willful misconduct.

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



                                       14
<PAGE>

furnished as often as may be required.

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

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

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

         Neither the Depositary (or its officers, directors, employees or
agents) nor any Depositary's Agent nor the Registrar makes any representation or
has any responsibility as to the validity of the Registration Statement pursuant
to which the Depositary Shares are registered under the Securities Act, the
Stock, the Depositary Shares or any instruments referred to therein or herein,
or as to the correctness of any statement made therein or herein; provided,
however, that the Depositary is responsible for its representations in this
Deposit Agreement.

         The Depositary assumes no responsibility for the correctness of the
description that appears in the Receipts, which can be taken as a statement of
the Company summarizing certain provisions of this Deposit Agreement.
Notwithstanding any other provision herein or in the Receipts, the Depositary
makes no warranties or representations as to the validity, genuineness or
sufficiency of any Stock at any time deposited with the Depositary hereunder or
of the Depositary Shares, as to the validity or sufficiency of this Deposit
Agreement, as to the value of the Depositary Shares or as to any right, title or
interest of the record holders of Receipts in and to the Depositary Shares
except that the Depositary hereby represents and warrants as follows: (i) the
Depositary has been duly organized and is validly existing and in good standing
under the laws of the State of            , with full power, authority and legal
right under such law to execute, deliver and carry out the terms of this Deposit
Agreement; (ii) this Deposit Agreement




                                       15
<PAGE>

has been duly authorized, executed and delivered by the Depositary; and (iii)
this Deposit Agreement constitutes, and when executed and delivered, each
Receipt will constitute, a valid and binding obligation of the Depositary,
enforceable against the Depositary in accordance with its terms, except as
enforcement thereof may be limited by bankruptcy, insolvency, reorganization or
other similar laws affecting enforcement of creditors' rights generally and
except as enforcement thereof is subject to general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at
law). The Depositary shall not be accountable for the use or application by the
Company of the Depositary Shares or the Receipts or the proceeds thereof.

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

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

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

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




                                       16
<PAGE>

         SECTION 5.05. Corporate Notices and Reports. The Company agrees that it
will deliver to the Depositary, and the Depositary will, promptly after receipt
thereof, transmit to the record holders of Receipts, in each case at the address
recorded in the Depositary's books, copies of all notices and reports (including
financial statements) required by law, by the rules of any national securities
exchange upon which the Stock, the Depositary Shares or the Receipts are listed
or by the Certificate of Incorporation and the Certificate of Designation to be
furnished by the Company to holders of Stock. Such transmission will be at the
Company's expense and the Company will provide the Depositary with such number
of copies of such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the record holders of Receipts at the
Company's expense such other documents as may be requested by the Company.

         SECTION 5.06. Deposit of Stock by the Company. The Company agrees with
the Depositary that neither the Company nor any company controlled by the
Company will at any time deposit any Stock if such Stock is required to be
registered under the provisions of the Securities Act and no registration
statement is at such time in effect as to such Stock.

         SECTION 5.07. Indemnification by the Company. The Company shall
indemnify the Depositary for, and hold it harmless against, any loss, liability,
claim or expense ("Loss") arising out of or in connection with its duties under
this Agreement, including the reasonable costs and expenses of defending itself
against Loss, unless such Loss shall have been determined by a court of
competent jurisdiction to be a result of the Depositary's gross negligence or
willful misconduct. Anything to the contrary notwithstanding, in no event shall
the Depositary be liable for special, indirect, consequential or incidental loss
or damage of any kind whatsoever (including but not limited to lost profits),
even if the Depositary has been advised of the likelihood of such damages.

         SECTION 5.08. Fees, Charges and Expenses. No fees, charges and expenses
of the Depositary or any Depositary's Agent hereunder or of any Registrar shall
be payable by any person other than the Company, except for any taxes and other
governmental charges and except as provided in this Deposit Agreement. If, at
the request of a holder of a Receipt, the Depositary incurs fees, charges or
expenses for which it is not otherwise liable hereunder, such holder or other
person will be liable for such fees, charges and expenses. All other fees,
charges and expenses of the Depositary and any Depositary's Agent hereunder and
of any Registrar (including, in each case, reasonable fees and expenses of
counsel) incident to the performance of their respective obligations hereunder
will be paid from time to time upon consultation and agreement between the
Depositary and the Company as to the amount and nature of such fees, charges and
expenses.


                                       17
<PAGE>

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

         SECTION 6.01. Amendment. The form of the Receipts and any provision of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect that they may
deem necessary or desirable; provided, however, that no such amendment that
shall materially and adversely alter the rights of the holders of Receipts shall
be effective as to outstanding Receipts until the expiration of 90 days after
notice of such amendment shall have been given to the record holders of
outstanding Receipts and unless such amendment shall have been approved by the
holders of at least a majority of the Depositary Shares outstanding. In no event
shall any amendment impair the right, subject to the provisions of Sections
2.03, 2.06 and 2.07 and Article III, of any owner of any Depositary Shares to
surrender the Receipt evidencing such Depositary Shares with instructions to the
Depositary to deliver to the holder the Stock and all money and other property,
if any, represented thereby, except in order to comply with mandatory provisions
of applicable law.

         SECTION 6.02. Termination. This Deposit Agreement may be terminated by
either the Company or the Depositary, upon notice to the other, only if (i) all
of the outstanding Depositary Shares have been redeemed or converted for any
other securities into which the Stock is convertible, or (ii) there has been a
final distribution of the Stock to the holders of Receipts in connection with
the Company's liquidation, dissolution or winding up. The Depositary will mail
notice of such termination to the record holders of all Receipts then
outstanding at least 30 days prior to the date fixed in such notice for such
termination. If any Receipts shall remain outstanding after the date of
termination of this Deposit Agreement, the Depositary thereafter shall
discontinue the transfer of Receipts, and shall not give any further notices or
perform any further acts under this Deposit Agreement, except that the
Depositary shall continue to deliver the Stock and any money and other property
represented by Receipts, without liability for interest thereon, upon surrender
thereof by the holders thereof, and the Depositary shall be discharged from all
obligations under this Deposit Agreement except to account for such stock, money
and other property. Upon the termination of this Deposit Agreement, the Company
shall be discharged from all obligations under this Deposit Agreement except for
its obligations to the Depositary, any Depositary's Agent and any Registrar
under Sections 5.07 and 5.08.

                                   ARTICLE VII
                                  MISCELLANEOUS

         SECTION 7.01. Counterparts. This Deposit Agreement may be executed by
the Company and the Depositary in separate counterparts, each of which
counterparts, when so executed and delivered, shall be deemed an original, but
all such counterparts taken together shall constitute one and the same
instrument. Delivery of an executed counterpart of a signature page to this
Deposit Agreement by telecopier shall be effective as delivery of a manually




                                       18
<PAGE>

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

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

         SECTION 7.03. 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 notices to be given to the Company hereunder
or under the Receipts shall be in writing and shall be deemed to have been duly
given if personally delivered or sent by mail (first class postage prepaid), by
a nationally recognized overnight courier service, or by telecopier confirmed by
letter, addressed to the Company at 21001 Van Born Road, Taylor, Michigan 48180,
Attention: Secretary, or at any other place to which the Company may have
transferred its principal executive office.

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

         Except as provided in the next paragraph, any notices given to any
record holder of a Receipt hereunder or under the Receipts shall be in writing
and shall be deemed to have been duly given if personally delivered or sent by
mail (first class postage), by a nationally recognized overnight courier service
or by telecopier confirmed by letter, addressed to such record holder at the
address of such record holder as it appears on the books of the Depositary or,
if such holder shall have filed with the Depositary a written request that
notices intended for such holder be mailed to some other address, at the address
designated in such request.

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

         Delivery of a notice sent by mail, by overnight courier or by
telecopier shall be deemed to be effected at the time when a duly addressed
letter containing the same (or a duly addressed letter confirming an earlier
notice in the case of a telecopier message) is deposited, postage prepaid, in a
post office letter box or with the overnight courier service. The Depositary or
the



                                       19
<PAGE>

Company may, however, act upon any telecopier message received by it from the
other or from any holder of a Receipt, notwithstanding that such telecopier
message shall not subsequently be confirmed by letter as aforesaid.

         SECTION 7.05. Depositary's Agents. The Depositary may, with the
approval of the Company which approval shall not be unreasonably withheld, from
time to time appoint one or more Depositary's Agents to act in any respect for
the Depositary for the purposes of this Deposit Agreement and may vary or
terminate the appointment of such Depositary's Agents.

         SECTION 7.06. Holders of Receipts Are Parties. Notwithstanding that
holders of Receipts have not executed and delivered this Deposit Agreement or
any counterpart thereof, the holders of Receipts from time to time shall be
deemed to be parties to this Deposit Agreement and shall be bound by all of the
terms and conditions, and be entitled to all of the benefits, hereof and of the
Receipts by acceptance of delivery of Receipts.

         SECTION 7.07. 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 law of the State of New
York without giving effect to principles of conflict of laws.

         SECTION 7.08. Headings. The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or to have any bearing upon the meaning or interpretation
of any provision contained herein or in the Receipts.




                                       20
<PAGE>


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



                                         MASCO CORPORATION


Attest:

By:                                      By:
    ----------------------                  ------------------------------------
                                                Authorized Officer



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

Attest:

By:                                      By:
    ----------------------                  ------------------------------------
                                                Authorized Officer


                                       21
<PAGE>


                                                               Exhibit A to
                                                               Deposit Agreement

                          [FORM OF DEPOSITARY RECEIPT]

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

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

                                       OF

                               MASCO CORPORATION

No. __                                                            CUSIP:  574599

                             (the "Depositary") hereby certifies that [Cede &
Co.] is the registered owner of              Depositary Shares (the "Depositary
Shares"), each Depositary Share representing      of a share of
Preferred Stock, Series   , $1.00 par value (the "Stock"), of Masco Corporation,
a corporation duly organized and existing under the laws of the State of
Delaware (the "Company"), deposited with the Depositary and the same
proportionate interest in any and all other property received by the Depositary
in respect of such shares of Stock and held by the Depositary under the Deposit
Agreement (as defined below). Subject to the terms of the Deposit Agreement,
each owner of a Depositary Share is entitled, proportionately, to all the
rights, preferences and privileges of the Stock represented thereby, including
the dividend, conversion, exchange, voting, liquidation and other rights
contained in the Certificate of Designation establishing the rights,
preferences, privileges and limitations of the Stock (the "Certificate of
Designation"), copies of which are on file at the office of the Depositary in
[The City of New York, Borough of Manhattan] at which at any particular time its
business in respect of matters governed by the Deposit Agreement shall be
administered, which at the time of the execution of the Deposit Agreement is
located at                  (the "Corporate Office").




                                       1
<PAGE>

         This Depositary Receipt ("Receipt") shall not be entitled to any
benefits under the Deposit Agreement or be valid or obligatory for any purpose
unless this Receipt shall have been executed manually or, if a Registrar for the
Receipts (other than the Depositary) shall have been appointed, by facsimile by
the Depositary by the signature of a duly authorized officer and, if executed by
facsimile signature of the Depositary, shall have been countersigned manually by
such Registrar by the signature of a duly authorized officer.

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

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

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

Dated:

-----------------------------------,
   as Depositary and Registrar

By:
   ----------------------------
   Authorized Officer

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


                                        2


<PAGE>

                         [REVERSE OF DEPOSITARY RECEIPT]


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

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

         3. Redemption by the Company; Repurchase by the Company. Whenever the
Company shall redeem shares of Stock in accordance with the Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as Depositary not less than 5 business days'
prior notice of the proposed date of the mailing of a notice of redemption and
of the number of such shares of Stock held by the Depositary to be redeemed. The
Depositary shall, as directed by the Company in writing, mail, first class
postage prepaid, notice of the redemption not less than 30 and not more than 60
days prior to the date fixed for redemption of such Stock and Depositary Shares,
to the record holders of the Receipts evidencing the Depositary Shares to be so
redeemed, at the addresses of such holders as the same appear on the records of
such holders as the same appear on the records of the Depositary. On the date of
any such redemption, the Depositary shall surrender the certificate or
certificates held by the Depositary evidencing the number of shares of Stock to
be redeemed in the manner specified in the notice of redemption. The Depositary
shall, thereafter, redeem the number of Depositary Shares representing such
redeemed Stock upon the surrender of Receipts evidencing such Depositary Shares
in the manner provided in the notice sent to record holders of Receipts. Notice
having been mailed and published as aforesaid, from and after the redemption
date (unless the Company shall have failed to redeem the shares of Stock to be
redeemed by it upon the surrender of the certificate or certificates therefor by
the Depositary as described above), the Depositary Shares called for redemption
shall be deemed no longer to be outstanding and all rights of the holders of
Receipts evidencing such Depositary Shares shall, to the extent of such
Depositary Shares, cease and terminate.

         Whenever the Company shall be required to make a repurchase of
Depositary Shares in accordance with the Certificate of Designation, it shall
give the Depositary in its capacity as



                                       1
<PAGE>

Depositary not less than 5 business days' prior notice of the required date of
the mailing of a notice of the repurchase offer. The Depositary shall, as
directed by the Company in writing, mail, first class postage prepaid, notice of
the relevant terms and conditions of the repurchase offer, as provided by the
Company, to the record holders of the Receipts evidencing the Depositary Shares
to be repurchased by the Company, at the addresses of such holders as the same
appear on the records of the Depositary. The Depositary shall, thereafter,
collect any notices, guarantees and Receipts evidencing the Depositary Shares
from the holders in the manner provided for in the notice sent to the holders
from the Company. In case the aggregate number of Depositary Shares exceeds the
amount the Company is required to repurchase, the Depositary Shares to be
repurchased shall be selected by the Depositary on a pro rata basis at the
direction of the Company. The foregoing is subject further to the terms and
conditions of the Certificate of Designation.

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

         5. Transfers, Split-ups, Combinations. Subject to Paragraphs 6, 7 and 8
below, this Receipt is transferable on the books of the Depositary upon
surrender of this Receipt to the Depositary at the Corporate Office or at such
other offices as the Depositary may designate, properly endorsed or accompanied
by a properly executed instrument of transfer, and upon such transfer the
Depositary shall sign and deliver a Receipt or Receipts to or upon the order of
the person entitled thereto, all as provided in and subject to the Deposit
Agreement. This Receipt may be split into other Receipts or combined with other
Receipts into one Receipt evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered; provided, however, that
the Depositary shall not issue any Receipt evidencing a fractional Depositary
Share.

         6. Conditions to Signing and Delivery, Transfer, etc., of Receipts.
Prior to the execution and delivery, registration of transfer, split-up,
combination, surrender or exchange of this Receipt, the delivery of any
distribution hereon, the Depositary, any of the Depositary's Agents or the
Company may require any or all of the following: (i) payment to it of a sum
sufficient for the payment (or, in the event that the Depositary or the Company
shall have made such payment, the reimbursement to it) of any tax or other
governmental charge with respect thereto (including any such tax or charge with
respect to Stock being deposited or withdrawn or with respect to other
securities or property of the Company being issued upon redemption); (ii)
production of proof satisfactory to it as to the identity and genuineness of any
signature; and (iii) compliance with



                                       2
<PAGE>

such reasonable regulations, if any, as the Depositary or the Company may
establish not inconsistent with the Deposit Agreement. Any person presenting
Stock for deposit, or any holder of this Receipt, may be required to file such
proof of information, to execute such certificates and to make such
representations and warranties as the Depositary or the Company may reasonably
deem necessary or proper. The Depositary or the Company may withhold or delay
the delivery of this Receipt, the registration of transfer, redemption, or
exchange of this Receipt, the withdrawal of the Stock represented by the
Depositary Shares evidenced by this Receipt or the distribution of any dividend
or other distribution until such proof or other information is filed, such
certificates are executed or such representations and warranties are made.

         7. Suspension of Delivery, Transfer, etc. The registration of transfer,
split-up, combination, surrender or exchange of this Receipt may be suspended
(i) during any period when the register of stockholders of the Company is
closed, (ii) if any such action is deemed necessary or advisable by the
Depositary, any of the Depositary's Agents or the Company at any time or from
time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of the Deposit
Agreement, or (iii) with the approval of the Company, for any other reason. The
Depositary shall not be required to issue, transfer or exchange any Receipts for
a period beginning at the opening of business 15 days next preceding any
selection of Depositary Shares and Stock to be redeemed and ending at the close
of business on the day of the mailing of notice of redemption of Depositary
Shares.

         8. Payment of Taxes or Other Governmental Charges. If any tax or other
governmental charge shall become payable by or on behalf of the Depositary with
respect to (i) this Receipt, (ii) the Depositary Shares evidenced by this
Receipt, (iii) the Stock (or fractional interest therein) or other property
represented by such Depositary Shares, or (iv) any transaction referred to in
Section 4.06, of the Deposit Agreement, such tax (including transfer, issuance
or acquisition taxes, if any) or governmental charge shall be payable by the
holder of this Receipt, who shall pay the amount thereof to the Depositary.
Until such payment is made, registration of transfer of this Receipt or any
split-up or combination hereof or any withdrawal of the Stock or money or other
property, if any, represented by the Depositary Shares evidenced by this Receipt
may be refused, any dividend or other distribution may be withheld and any part
or all of the Stock or other property represented by the Depositary Shares
evidenced by this Receipt may be sold for the account of the holder hereof
(after attempting by reasonable means to notify such holder prior to such sale).
Any dividend or other distribution so withheld and the proceeds of any such sale
may be applied to any payment of such tax or other governmental charge, the
holder of this Receipt remaining liable for any deficiency.

         9. Amendment. The form of the Receipts and any provision of the Deposit
Agreement may at any time and from time to time be amended by agreement between
the Company and the Depositary in any respect that they may deem necessary or
desirable; provided, however, that no such amendment that shall materially and
adversely alter the rights of the holders of Receipt shall



                                       3
<PAGE>

be effective as to outstanding Receipts until the expiration of 90 days after
notice of such amendment shall have been given to the record holders of
outstanding Receipts and unless such amendment shall have been approved by the
holders of at least a majority of the Depositary Shares outstanding. Every
holder of an outstanding Receipt at the time 90 days after such notice of
amendment shall have been given shall be deemed, by continuing to hold such
Receipt, to consent and agree to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment impair the right,
subject to the provisions of Paragraphs 3, 4 6, 7, and 8 hereof and of Sections
2.03, 2.06 and 2.07 and Article III of the Deposit Agreement, of the owner of
the Depositary Shares evidenced by this Receipt to surrender this Receipt with
instructions to the Depositary to deliver to the holder the Stock and all money
and other property, if any, represented thereby, except in order to comply with
mandatory provisions of applicable law.

         10. Fees, Charges and Expenses. The Company will pay all fees, charges
and expenses of the Depositary, except for taxes (including transfer taxes, if
any) and other governmental charges and such charges as are expressly provided
in the Deposit Agreement to be at the expense of persons depositing Stock,
holders of Receipts or other persons.

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

         12. Dividends and Distributions. Whenever the Depositary shall receive
any cash dividend or other cash distribution on the Stock, the Depositary shall,
subject to the provisions of the Deposit Agreement, distribute to record holders
of Receipts such amounts of such sums as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares evidenced by the
Receipts held by such holders; provided, however, that in case the Company or
the Depositary shall be required by law to withhold and does withhold from any
cash dividend or other cash distribution in respect of the Stock an amount on
account of taxes, the amount made available for distribution or distributed in
respect of Depositary Shares shall be reduced accordingly. The Depositary shall
distribute or make available for distribution, as the case may be, only such
amount, however, as can be distributed without attributing to any owner 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.




                                       4
<PAGE>

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

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

         15. Voting Rights. Upon receipt of notice of any meeting at which the
holders of Stock are entitled to vote, the Depositary shall, as soon as
practicable thereafter, mail to the record holders of Receipts a notice, which
shall contain (i) such information as is contained in such notice of meeting,
(ii) a statement that the holders of Receipts at the close of business on a
specified record date determined as provided in Paragraph 14 will be entitled,
subject to any applicable provision of law, the Certificate of Incorporation or
the Certificate of Designation, to instruct the Depositary as to the exercise of
the voting rights pertaining to the Stock represented by their respective
Depositary Shares, and (iii) a brief statement as to the manner in which such
instructions may be given. Upon the written request of a holder of this Receipt
on such record date, the Depositary shall endeavor insofar as practicable to
vote or cause to be voted the Stock represented by the Depositary Shares
evidenced by this Receipt in accordance with the instructions set forth in such
request. The Company hereby agrees to take all reasonable action that may be
deemed necessary by the Depositary in order to enable the Depositary to vote
such Stock or cause such Stock to be voted. In the absence of specific
instructions from the holder of this Receipt, the Depositary will abstain from
voting to the extent of the Stock represented by the Depositary Shares evidenced
by this Receipt.

         16. Reports, Inspection of Transfer Books. The Depositary shall make
available for inspection by holders of Receipts at the Corporate Office and at
such other places as it may from



                                       5
<PAGE>

time to time deem advisable during normal business hours any reports and
communications received from the Company that are received by the Depositary as
the holder of Stock. The Depositary, acting as transfer agent and Registrar,
shall keep books at the Corporate Office for the registration and transfer of
Receipts, which books at all reasonable times will 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.

         17. Liability of the Depositary, the Depositary's Agents, the Registrar
and the Company. Neither the Depositary nor any Depositary's Agent nor the
Registrar nor the Company shall incur any liability to any holder of this
Receipt, if by reason of any provision of any present or future law or
regulation thereunder of any governmental authority or, in the case of the
Depositary, the Registrar or any Depositary's Agent, by reason of any provision
present or future, of the Certificate of Incorporation or the Certificate of
Designation or, in the case of the Company, the Depositary, the Registrar or any
Depositary's Agent, by reason of any act of God or war or other circumstances
beyond the control of the relevant party, the Depositary, any Depositary's
Agent, the Registrar or the Company shall be prevented or forbidden from doing
or performing any act or thing that the terms of the Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any Depositary's Agent,
the Registrar or the Company incur any liability to any holder of this Receipt
(i) by reason of any nonperformance or delay, caused as aforesaid, in the
performance of any act or thing that the terms of the Deposit Agreement provide
shall or may be done or performed or (ii) by reason of any exercise of, or
failure to exercise, any discretion provided for in the Deposit Agreement
except, in the case of the Depositary, any Depositary's Agent or the Registrar,
if such exercise or failure to exercise discretion is caused by its gross
negligence or willful misconduct.

         18. Obligations of the Depositary, the Depositary's Agent, the
Registrar and the Company. The Company assumes no obligation and shall be
subject to no liability under the Deposit Agreement or this Receipt to the
holder hereof or other persons, except to perform in good faith such obligations
as are specifically set forth and undertaken by it to perform in the Deposit
Agreement. Each of the Depositary, the Depositary's Agents and the Registrar
assumes no obligation and shall be subject to no liability under the Deposit
Agreement or this Receipt to the holder hereof or other persons, except to
perform such obligations as are specifically set forth and undertaken by it to
perform in the Deposit Agreement without gross negligence or willful misconduct.

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


                                       6
<PAGE>


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

         19. Termination of Deposit Agreement. The Deposit Agreement may be
terminated only if (i) all of the outstanding Depositary Shares have been
redeemed or converted for any other securities into which the Stock is
convertible or (ii) there has been a final distribution of the Stock to the
holders of Receipts in connection with the Company's liquidation, dissolution or
winding up. The Depositary will mail notice of such termination to the record
holders of all Receipts then outstanding at least 30 days prior to the date
fixed in such notice for such termination. Upon the termination of the Deposit
Agreement, the Company shall be discharged from all obligations thereunder
except for its obligations to the Depositary, any Depositary's Agent and any
Registrar under Sections 5.07 and 5.08 of the Deposit Agreement.

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

         20. Governing Law. The Deposit Agreement and this Receipt and all
rights thereunder and hereunder and provisions thereof and hereof shall be
governed by, and construed in accordance with, the law of the State of New York
without giving effect to principles of conflict of laws.




                                       7
<PAGE>


                               FORM OF ASSIGNMENT



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


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





                                       1