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Published: 2008-03-26

Deposit Agreement - DC Holdco Inc.




                                 DC HOLDCO, INC.

                                  As Depositary


                                       AND

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




                                -----------------
                                DEPOSIT AGREEMENT
                                -----------------




                              Dated as of




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                                TABLE OF CONTENTS


                                                                            PAGE

                                    ARTICLE I

                                   DEFINITIONS

                                   ARTICLE II

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

SECTION 2.1 FORM AND TRANSFER OF RECEIPTS. . . . . . . . . . . . . . . . . . . 2
SECTION 2.2 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN RESPECT
                THEREOF. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.3 REGISTRATION OF TRANSFER OF RECEIPTS . . . . . . . . . . . . . . . 4
SECTION 2.4 SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF RECEIPTS AND
                WITHDRAWAL OF STOCK. . . . . . . . . . . . . . . . . . . . . . 4
SECTION 2.5 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND
                EXCHANGE OF RECEIPTS . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.6 LOST RECEIPTS, ETC.. . . . . . . . . . . . . . . . . . . . . . . . 6
SECTION 2.7 CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS . . . . . . . 6
SECTION 2.8 REDEMPTION OF STOCK. . . . . . . . . . . . . . . . . . . . . . . . 6


                                  ARTICLE III

                             CERTAIN OBLIGATIONS OF
                       HOLDERS OF RECEIPTS AND THE COMPANY

SECTION 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. . . . . . . . . 8
SECTION 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES . . . . . . . . . . 8
SECTION 3.3 WARRANTY AS TO STOCK . . . . . . . . . . . . . . . . . . . . . . . 9

                                  ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

SECTION 4.1 CASH DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 9
SECTION 4.2 DISTRIBUTIONS OTHER THAN CASH, RIGHTS PREFERENCES OR PRIVILEGES. . 9
SECTION 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES . . . . . . . . . .10

                                        i


SECTION 4.4 NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR HOLDERS OF
             RECEIPTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11
SECTION 4.5 VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . .11
SECTION 4.6 CHANGES AFFECTING DEPOSITED SECURITIES AND RECLASSIFICATIONS,
                RECAPITALIZATIONS, ETC.. . . . . . . . . . . . . . . . . . . .12
SECTION 4.7 DELIVERY OF REPORTS. . . . . . . . . . . . . . . . . . . . . . . .12
SECTION 4.6 LIST OF RECEIPT HOLDERS. . . . . . . . . . . . . . . . . . . . . .12

                                    ARTICLE V

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

SECTION 5.1 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE
               DEPOSITARY; REGISTRAR . . . . . . . . . . . . . . . . . . . . .13
SECTION 5.2 PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE
               DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY . . . . . . .14
SECTION 5.3 OBLIGATION OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR
               AND THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . .14
SECTION 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR
               DEPOSITARY. . . . . . . . . . . . . . . . . . . . . . . . . . .16
SECTION 5.5 CORPORATE NOTICES AND REPORTS. . . . . . . . . . . . . . . . . . .17
SECTION 5.6 INDEMNIFICATION BY THE COMPANY . . . . . . . . . . . . . . . . . .17
SECTION 5.7 CHARGES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . .17
SECTION 5.8 TAX COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . .17

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

SECTION 6.1 AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18
SECTION 6.2 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .18

                                   ARTICLE VII

                                  MISCELLANEOUS

SECTION 7.1 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . .19
SECTION 7.2 EXCLUSIVE BENEFIT OF PARTIES . . . . . . . . . . . . . . . . . . .19
SECTION 7.3 INVALIDITY OF PROVISIONS . . . . . . . . . . . . . . . . . . . . .19
SECTION 7.4 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19

                                       ii


SECTION 7.5 APPOINTMENT OF REGISTRAR . . . . . . . . . . . . . . . . . . . . .20
SECTION 7.6 HOLDERS OF RECEIPTS ARE PARTIES. . . . . . . . . . . . . . . . . .20
SECTION 7.7 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . .20
SECTION 7.8 INSPECTION OF DEPOSIT AGREEMENT. . . . . . . . . . . . . . . . . .20
SECTION 7.9 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20


                            FORM OF DEPOSITARY SHARES

FORM OF FACE RECEIPT . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1
FORM OF REVERSE OF RECEIPT . . . . . . . . . . . . . . . . . . . . . . . . . A-3







                                       iii



          DEPOSIT AGREEMENT, dated as of          , among DC HOLDCO, INC., a
Delaware corporation, (the "Company"), __________, a ___________ trust company
(the "Depositary"), and the holders from time to time of the Receipts described
herein.

          WHEREAS, it is desired to provide, as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of Series       Preferred Stock of
the Company with the Depositary for the purposes set forth in this Deposit
Agreement and for the issuance hereunder of Receipts evidencing Depositary
Shares in respect of the Stock so deposited; and

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

          NOW, THEREFORE, in consideration of the promises contained herein, the
receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:

                                    ARTICLE I

                                   DEFINITIONS

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

          "Certificate" shall mean the Certificate of Designation filed with the
Secretary of State of the State of Delaware establishing the Stock as a series
of preferred stock of the Company.

          "Deposit Agreement" shall mean this Deposit Agreement, as amended or
supplemented from time to time.

          "Depositary" shall mean ______________, and any successor as Deposi-
tary hereunder.

          "Depositary Shares" shall mean Depositary Shares, each representing
  of a share of Stock and evidenced by a Receipt.

          "Depositary's Agent" shall mean an agent appointed by the Depositary
pursuant to Section 5.1 and shall include the Registrar if such Registrar is not
the Depositary.



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

          "Receipt" shall mean one of the Depositary Receipts, substantially in
the form set forth as Exhibit A hereto, issued hereunder, whether in definitive
or temporary form and evidencing the number of Depositary Shares held of record
by the record holder of such Depositary Shares.

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

          "Registrar" shall mean the Depositary or such other bank or trust
company which shall be 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 Series      Preferred
Stock, $   par value per share, with a liquidation preference of $       per
share.


                                   ARTICLE II

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

     SECTION 2.1 FORM AND TRANSFER OF RECEIPTS. Definitive Receipts shall be
engraved or printed or lithographed on steel-engraved borders, with appropriate
insertions, modifications and omissions, as hereinafter provided, if and to the
extent required by any securities exchange on which the Receipts are listed.
Pending the preparation of definitive Receipts or if definitive Receipts are not
required by any securities exchange on which the Receipts are listed, the
Depositary, upon the written order of the Company or any holder of Stock, as the
case may be, delivered in compliance with Section 2.2, shall execute and deliver
temporary Receipts which are printed, lithographed, typewritten, mimeographed or
otherwise substantially of the tenor of the definitive Receipts in lieu of which
they are issued and with such appropriate insertions, omissions, substitutions
and other variations as the persons executing such Receipts may determine, as
evidenced by their execution of such Receipts.  If temporary Receipts are
issued, the Company and the Depositary will cause definitive Receipts to be
prepared without unreasonable delay.  After the preparation of definitive
Receipts, the temporary Receipts shall be exchangeable for definitive Receipts
upon surrender of the temporary Receipts at the

                                        2


Depositary's Office or at such other place or places as the Depositary shall
determine, 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 to the
holder therefor.  Until so exchanged, the temporary Receipts shall in all
respects be entitled to the same benefits under this Agreement, and with respect
to the Stock, as definitive Receipts.

          Receipts shall be executed by the Depositary by the manual signature
of a duly authorized officer of the Depositary; PROVIDED, that such signature
may be a facsimile if a Registrar for the Receipts (other than the Depositary)
shall have been appointed and such Receipts are countersigned by a manual signa-
ture of a duly authorized officer of the Registrar.  No Receipt shall be
entitled to any benefits under this Deposit Agreement or be valid or obligatory
for any purpose unless it shall have been executed in accordance with the
foregoing sentence.  The Depositary shall record on its books each Receipt so
signed and delivered as hereinafter provided.

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

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

          Title to Depositary Shares evidenced by a Receipt, which is properly
endorsed or accompanied by a properly executed instrument of transfer, shall be
transferable by delivery with the same effect as in the case of a negotiable
instrument; PROVIDED, HOWEVER, that until transfer of a Receipt shall be regis-
tered on the books of the Depositary as provided in Section 2.3, 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.

                                        3


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

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

          Upon receipt by the Depositary of a certificate or certificates for
Stock deposited in accordance with the provisions of this Section, together with
the other documents required as above specified, and upon recordation of the
Stock on the books of the Company in the name of the Depositary or its nominee,
the Depositary, subject to the terms and conditions of this Deposit Agreement,
shall execute and deliver, to or upon the order of the person or persons named
in the written order delivered to the Depositary referred to in the first
paragraph of this Section, a Receipt or Receipts for the whole number of
Depositary Shares representing, in the aggregate, 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
Depositary's Office or such other offices, if any, as the Depositary may
designate.  Delivery at other offices shall be at the risk and expense of the
person requesting such delivery.

          SECTION 2.3 REGISTRATION OF TRANSFER OF RECEIPTS.  Subject to the
terms and conditions of this Deposit Agreement, the Depositary shall register on
its books from time to time transfers of Receipts upon any surrender thereof by
the holder in person or by a duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer.  Thereupon, the
Depositary shall execute a new Receipt or Receipts evidencing the same aggregate
number of Depositary Shares as those evidenced by the Receipt or Receipts
surrendered and deliver such new Receipt or Receipts to or upon the order of the
person entitled thereto.

          SECTION 2.4 SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF
RECEIPTS AND WITHDRAWAL OF STOCK.  Upon surrender of a Receipt or Receipts at
the Depositary's Office or at such other offices as it may designate for the
purpose of effecting a split-up or combination of such Receipt or Receipts, and
subject to the terms and conditions of this Deposit Agreement, the

                                        4


Depositary shall execute and deliver a new Receipt or Receipts in the authorized
denomination or denominations requested, evidencing the aggregate number of
Depositary Shares evidenced by the Receipt or Receipts surrendered; PROVIDED,
HOWEVER, that the Depositary shall not issue any Receipt evidencing a fractional
Depositary Share.

          Any holder of a Receipt or Receipts representing any number of whole
shares of Stock may (unless the related Depositary Shares have previously been
called for redemption) withdraw the Stock and all money and other property, if
any, represented thereby by surrendering such Receipt or Receipts, at the
Depositary's Office or at such other offices as the Depositary may designate for
such withdrawals.  Thereafter, without unreasonable delay, the Depositary shall
deliver to such holder or to the person or persons designated by such holder as
hereinafter provided, the number of whole shares of Stock and all money and
other property, if any, represented by the Receipt or Receipts so surrendered
for withdrawal, but holders of such whole shares of Stock will not thereafter be
entitled to deposit such Stock hereunder or to receive Depositary Shares
therefor.  If a Receipt delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares in excess of
the number of Depositary Shares representing the number of whole shares of Stock
to be so withdrawn, the Depositary shall at the same time, in addition to such
number of whole shares of Stock and such money and other property, if any, to be
so withdrawn, deliver to such holder, or upon his order, a new Receipt
evidencing such excess number of Depositary Shares, PROVIDED,  HOWEVER, that the
Depositary shall not issue any Receipt evidencing a fractional Depositary Share.
Delivery of the Stock and money and other property being withdrawn may be made
by the delivery of such certificates, documents of title and other instruments
as the Depositary may deem appropriate which, if required by the Depositary,
shall be properly endorsed or accompanied by proper instruments of transfer.

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

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

                                        5


          SECTION 2.5 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER
AND EXCHANGE OF RECEIPTS.  As a condition precedent to the execution and
delivery, registration of transfer, split-up, combination, surrender or exchange
of any Receipt, the Depositary, any of the Depositary's Agents or the Company
may require payment to it of a sum sufficient for the payment (or, in the event
that the Depositary or the Company shall have made such payment, the
reimbursement to it) of any charges or expenses payable by the holder of a
Receipt pursuant to Sections 3.2 and 5.7, may require the production of evidence
satisfactory to it as to the identity and genuineness of any signature and may
also require compliance with such regulations, if any, as the Depositary or the
Company may establish consistent with the provisions of this Deposit Agreement.

          The deposit of Stock may be refused, the delivery of Receipts against
Stock may be suspended, the registration of transfer of Receipts may be refused
and the registration of transfer, surrender or exchange of outstanding Receipts
may be suspended (i) during any period when the register of stockholders of the
Company is closed, (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.

          SECTION 2.6 LOST RECEIPTS, ETC.  In case any receipt shall be
mutilated, destroyed, lost or stolen, the Depositary in its discretion may
execute and deliver a Receipt of like form and tenor in exchange and
substitution for such mutilated Receipt, or in lieu of and in substitution for
such destroyed, lost or stolen Receipt, upon (i) the filing by the holder
thereof with the Depositary of evidence satisfactory to the Depositary of such
destruction or loss or theft of such Receipt, of the authenticity thereof and of
his or her ownership thereof, (ii) the furnishing of the Depositary with
reasonable indemnification satisfactory to it and (iii) the payment of any
expense (including fees, charges and expenses of the Depositary) in connection
with such execution and delivery.

          SECTION 2.7 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 Company is authorized to destroy all Receipts so cancelled.

          SECTION 2.8 REDEMPTION OF STOCK.  Whenever the Company shall be
permitted and shall elect to redeem shares of Stock in accordance with the
provisions of the Certificate, it shall (unless otherwise agreed to in writing
with the Depositary) give or cause to be given to the Depositary not less than
60 days' notice of the date of such proposed redemption or exchange of Stock and
of the number of such shares held by the Depositary to be so redeemed and the

                                        6


applicable redemption price, as set forth in the Certificate, which notice shall
be accompanied by a certificate from the Company stating that such redemption of
Stock is in accordance with the provisions of the Certificate.  On the date of
such redemption, provided that the Company shall then have paid or caused to be
paid in full to the Depositary the redemption price of the Stock to be redeemed,
plus an amount equal to any accrued and unpaid dividends thereon to the date
fixed for redemption, in accordance with the provisions of the Certificate, the
Depositary shall redeem the number of Depositary Shares representing such Stock.
The Depositary shall mail notice of the Company's redemption of Stock and the
proposed simultaneous redemption of the number of Depositary Shares representing
the Stock to be redeemed by first-class mail, postage prepaid, not less than 30
and not more than 60 days prior to the date fixed for redemption of such Stock
and Depositary Shares (the "Redemption Date") to the record holders of the
Receipts evidencing the Depositary Shares to be so redeemed, at the address of
such holders as they appear on the records of the Depositary; but neither
failure to mail any such notice of redemption of Depositary Shares to one or
more such holders nor any defect in any notice of redemption of Depositary
Shares to one or more such holders shall affect the sufficiency of the
proceedings for redemption as to the other holders.  The Company will provide
the Depositary with the information necessary for the Depositary to prepare such
notice and each such notice shall state: (i) the Redemption Date; (ii) the
number of Depositary Shares to be redeemed and, if less than all the Depositary
Shares held by any such holder are to be redeemed, the number of such Depositary
Shares held by such holder to be so redeemed; (iii) the redemption price; (iv)
the place or places where Receipts evidencing Depositary Shares are to be
surrendered for payment of the redemption price; and (v) that dividends in
respect of the Stock represented by the Depositary Shares to be redeemed will
cease to accrue on such Redemption Date.  In case less than all the outstanding
Depositary Shares are to be redeemed, the Depositary Shares to be so redeemed
shall be selected by the Depositary by lot or by any other substantially
equivalent method, in each case, as determined by the Depositary in its sole
discretion.

          Notice having been mailed by the Depositary as aforesaid, from and
after the Redemption Date (unless the Company shall have failed to provide the
funds necessary to redeem the Stock evidenced by the Depositary Shares called
for redemption) (i) dividends on the shares of Stock so called for redemption
shall cease to accrue from and after such date, (ii) the Depositary Shares being
redeemed from such proceeds shall be deemed no longer to be outstanding, (iii)
all rights of the holders of Receipts evidencing such Depositary Shares (except
the right to receive the redemption price) shall, to the extent of such
Depositary Shares, cease and terminate, and (iv) upon surrender in accordance
with such redemption notice of the Receipts evidencing any such Depositary
Shares called for redemption (properly endorsed or assigned for transfer, if the
Depositary or applicable law shall so require), such Depositary Shares shall be
redeemed by the Depositary at a redemption price per Depositary Share equal to
the same fraction of the redemption price per share paid with respect to the
shares of Stock

                                        7


as the fraction each Depositary Share represents of a share of Stock plus the
same fraction of all money and other property, if any, represented by such
Depositary Shares, including all amounts paid by the Company in respect of
dividends which on the Redemption Date have accumulated on the shares of Stock
to be so redeemed and have not theretofore been paid.  Any funds deposited by
the Company with the Depositary for any Depositary Shares that the holders
thereof fail to redeem will be returned to the Company after a period of two
years from the date such funds are so deposited.

          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, together with the redemption payment, a
new Receipt evidencing the Depositary Shares evidenced by such prior Receipt and
not called for redemption.


                                   ARTICLE III

                             CERTAIN OBLIGATIONS OF
                       HOLDERS OF RECEIPTS AND THE COMPANY

          SECTION 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any
holder of a Receipt may be required from time to time to file such proof of
residence, or other matters or other information, to execute such certificates
and to make such representations and warranties as the Depositary or the Company
may reasonably deem necessary or proper or otherwise reasonably request.  The
Depositary or the Company may withhold the delivery, or delay the registration
of transfer, redemption or exchange, of any Receipt or the withdrawal or
conversion of the Stock represented by the Depositary Shares evidenced by any
Receipt or the distribution of any dividend or other distribution or the sale of
any rights or of the proceeds thereof until such proof or other information is
filed or such certificates are executed or such representations and warranties
are made.

          SECTION 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.  Holders
of Receipts shall be obligated to make payments to the Depositary of certain
charges and expenses, as provided in Section 5.7.  Registration of transfer of
any Receipt or any withdrawal of Stock and all money or other property, if any,
represented by the Depositary Shares evidenced by such Receipt may be refused
until any such payment due is made, and any dividends, interest payments or
other distributions may be withheld or any part of or all the Stock or other
property represented by the Depositary Shares evidenced by such Receipt and not
theretofore sold may be sold for the account of the holder thereof (after
attempting by reasonable means to notify such holder prior to such sale), and
such dividends, interest payments or other distributions or the

                                        8


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

          SECTION 3.3 WARRANTY AS TO STOCK.  The Company hereby represents and
warrants that the Stock, when issued, will be duly authorized, validly issued,
fully paid and nonassessable.  Such representation and warranty shall survive
the deposit of the Stock and the issuance of Receipts.


                                   ARTICLE IV

                        THE DEPOSITED SECURITIES; NOTICES

          SECTION 4.1 CASH DISTRIBUTIONS.  Whenever the Depositary shall receive
any cash dividend or other cash distribution on Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the
record date fixed pursuant to Section 4.4 such amounts of such dividend or
distribution as are, as nearly as practicable, in proportion to the respective
numbers of Depositary Shares evidenced by the Receipts held by such holders;
PROVIDED, HOWEVER, that in case the Company or the Depositary shall be required
to withhold and shall withhold from any cash dividend or other cash distribution
in respect of the Stock an amount on account of taxes or as otherwise required
by law, regulation or court process, the amount made available for distribution
or distributed in respect of Depositary Shares shall be reduced accordingly.  In
the event that the calculation of any such cash dividend or other cash
distribution to be paid to any record holder on the aggregate number of
Depositary Receipts held by such holder results in an amount which is a fraction
of a cent, the amount the Depositary shall distribute to such record holder
shall be rounded to the next highest whole cent; and upon request of the
Depositary, the Company shall pay the additional amount to the Depositary for
distribution.

          SECTION 4.2 DISTRIBUTIONS OTHER THAN CASH, RIGHTS, PREFERENCES OR
PRIVILEGES.  Whenever the Depositary shall receive any distribution other than
cash, rights, preferences or privileges upon Stock, the Depositary shall,
subject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the
record date fixed pursuant to Section 4.4 such amounts of the securities or
property received by it as are, as nearly as practicable, in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts held by such
holders, in any manner that the Depositary may deem equitable and practicable
for accomplishing such distribution.  If in the opinion of the Depositary such
distribution cannot be made proportionately among such record holders, or if for
any other reason (including any requirement that the Company or the Depositary
withhold an amount on account of taxes) the Depositary deems such distribution
not to be feasible, the Depositary may, with the approval of the Company, adopt
such method as

                                        9



it deems equitable and practicable for the purpose of effecting such
distribution, including the sale (at public or private sale) of the securities
or property thus received, or any part thereof, at such place or places and upon
such terms as it may deem proper.  The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed or made available for
distribution, as the case may be, by the Depositary to record holders of
Receipts as provided by Section 4.1 in the case of a distribution received in
cash.

          SECTION 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES.  If the
Company shall at any time offer or cause to be offered to the persons in whose
names Stock is recorded on the books of the Company any rights, preferences or
privileges to subscribe for or to purchase any securities or any rights,
preferences or privileges of any other nature, such rights, preferences or
privileges shall in each such instance be made available by the Depositary to
the record holders of Receipts in such manner as the Depositary may determine,
either by the issue to such record holders of warrants representing such rights,
preferences or privileges or by such other method as may be approved by the
Depositary in its discretion with the approval of the Company; PROVIDED,
HOWEVER, that (i) if at the time of issue or offer of any such rights,
preferences or privileges the Depositary determines that it is not lawful or
(after consultation with the Company) not feasible to make such rights, prefer-
ences or privileges available to holders of Receipts by the issue of warrants or
otherwise, or (ii) if and to the extent so instructed by holders of Receipts who
do not desire to execute such rights, preferences or privileges, then the
Depositary, in its discretion (with approval of the Company, in any case where
the Depositary has determined that it is not feasible to make such rights,
preferences or privileges available), may, if applicable laws or the terms of
such rights, preferences or privileges permit such transfer, sell such rights,
preferences or privileges at public or private sale, at such place or places and
upon such terms as it may deem proper.  The net proceeds of any such sale shall,
subject to Sections 3.1 and 3.2, be distributed by the Depositary to the record
holders of Receipts entitled thereto as provided by Section 4.1 in the case of a
distribution received in cash.

          If registration under the Securities Act of the securities to which
any rights, preferences or privileges relate is required in order for holders of
Receipts to be offered or sold the securities to which such rights, preferences
or privileges relate, the Company will file promptly 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 it has received written notice from the Company that such registration
statement shall have become effective, or that the offering and sale of such
securities to such holders are exempt

                                       10


from registration under the provisions of the Securities Act and the Company
shall have provided to the Depositary an opinion of counsel to such effect.

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

          SECTION 4.4 NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR HOLDERS
OF RECEIPTS.  Whenever any cash dividend or other cash distribution shall become
payable or any distribution other than cash shall be made, or if rights,
preferences or privileges shall at any time be offered, with respect to Stock,
or whenever the Depositary shall receive notice of any meeting at which holders
of Stock are entitled to vote or of which holders of Stock are entitled to
notice, or whenever the Depositary and the Company shall decide it is
appropriate, the Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the Company with respect to
or otherwise in accordance with the terms of the Stock) for the determination of
the holders of Receipts who shall be entitled to receive such dividend,
distribution, rights, preferences or privileges or the net proceeds of the sale
thereof, or to give instructions for the exercise of voting rights at any such
meeting, or who shall be entitled to notice of such meeting or for any other
appropriate reasons.

          SECTION 4.5 VOTING RIGHTS.  Upon receipt of notice of any meeting at
which the holders of Stock are entitled to vote, the Depositary shall, as soon
as practicable thereafter, mail to the record holders of Receipts a notice which
shall contain (i) such information as is contained in such notice of meeting and
(ii) a statement that the holders may, subject to any applicable restrictions,
instruct the Depositary as to the exercise of the voting rights pertaining to
the amount of Stock represented by their respective Depositary Shares (including
an express indication that instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company) and a brief statement
as to the manner in which such instructions may be given.  Upon the written
request of the holders of Receipts on the relevant record date, the Depositary
shall use its best efforts to vote or cause to be voted, in accordance with the
instructions set forth in such requests, the maximum number of whole shares of
Stock represented by the Depositary Shares evidenced by all Receipts as to which
any particular voting instructions are received.  The Company hereby agrees to
take all reasonable action which may be deemed necessary by the Depositary in
order to enable the Depositary to vote such Stock or cause such Stock to be
voted.  In the absence of specific instructions from the holder of a Receipt,
the Depositary will not vote (but, at its discretion, may appear at any meeting
with

                                       11


respect to such Stock unless directed to the contrary by the holders of all the
Receipts) to the extent of the Stock represented by the Depositary Shares
evidenced by such Receipt.

          SECTION 4.6 CHANGES AFFECTING DEPOSITED SECURITIES AND
RECLASSIFICATIONS, RECAPITALIZATIONS, ETC.  Upon any change in par value or
liquidation preference, split-up, combination or any other reclassification of
the Stock, or upon any recapitalization, reorganization, merger or consolidation
affecting the Company or to which it is a party, the Depositary may in its
discretion with the approval of, and shall upon the instructions of, the
Company, and (in either case) in such manner as the Depositary may deem
equitable, (i) make such adjustments in the fraction of an interest in one share
of Stock represented by one Depositary Share as may be necessary ( as certified
by the  Company)  fully to reflect the effects of such change in par value or
liquidation preference, split-up, combination or other reclassification of
Stock, or of such recapitalization, reorganization, merger or consolidation and
(ii) treat any securities which shall be received by the Depositary in exchange
for or upon conversion of or in respect of the Stock as new deposited securities
so received in exchange for or upon conversion or in respect of such Stock.  In
any such case, the Depositary may in its discretion, with the approval of the
Company, execute and deliver additional Receipts or may call for the surrender
of all outstanding Receipts to be exchanged for new Receipts specifically
describing such new deposited securities.  Anything to the contrary herein
notwithstanding, holders of Receipts shall have the right from and after the
effective date of any such change in par value or liquidation preference, split-
up, combination or other reclassification of the Stock or any such
recapitalization, reorganization, merger or consolidation to surrender such Re-
ceipts to the Depositary with instructions to convert, exchange or surrender the
Stock represented thereby only into or for, as the case may be, the kind and
amount of shares of stock and other securities and property and cash into which
the Stock represented by such Receipts would have been converted or for which
such Stock would have been exchanged or surrendered had such Receipt been
surrendered immediately prior to the effective date of such transaction.

          SECTION 4.7 DELIVERY OF REPORTS.  The Depositary shall furnish to
holders of Receipts any reports and communications received from the Company
which are received by the Depositary as the holder of Stock.

          SECTION 4.8 LIST OF RECEIPT HOLDERS.  Promptly upon request from time
to time by the Company, the Depositary shall furnish to it a list, as of the
most recent practicable date, of the names, addresses and holdings of Depositary
Shares of all record holders of Receipts.  The Company shall be entitled to
receive such list twice annually without charge.

                                       12


                                    ARTICLE V

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

          SECTION 5.1 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE
DEPOSITARY; REGISTRAR.  Upon execution of this Deposit Agreement, the Depositary
shall maintain at the Depositary's office, facilities for the execution and
delivery, registration and registration of transfer, surrender and exchange of
Receipts, and at the offices of the Depositary's Agents, if any, facilities for
the delivery, registration of transfer, surrender and exchange of Receipts, all
in accordance with the provisions of this Deposit Agreement.

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

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

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

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

                                       13


          SECTION 5.2 PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY,
THE DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY.  Neither the Depositary
nor any Depositary's Agent nor 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
Depositary's Agent or the Registrar, by reason of any provision, present or
future, of the Company's Certificate of Incorporation or by reason of any act of
God or war or other circumstance beyond the reasonable control of the relevant
party, the Depositary, the Depositary's Agent, the Registrar or the Company
shall be prevented, delayed or forbidden from, or subjected to any penalty on
account of, doing or performing any act or thing which the terms of this Deposit
Agreement provide shall be done or performed; nor shall the Depositary, any
Depositary's Agent, the Registrar or the Company incur liability to any holder
of a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid,
in the performance of any act or thing which the terms of this Deposit Agreement
shall 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 any such exercise or failure to exercise
discretion not caused as aforesaid, if caused by the gross negligence or willful
misconduct of the party charged with such exercise or failure to exercise.

          SECTION 5.3 OBLIGATION 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 assumes any obligation or shall be subject to
any liability under this Deposit Agreement or any Receipt to holders of Receipts
other than for its gross negligence, willful misconduct or bad faith.

          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 in respect of the Stock, the Depositary
Shares or the Receipts which in its opinion may involve it in expense or
liability unless indemnity satisfactory to it against all expense and liability
be furnished as often as may be required.

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

                                       14


          The Depositary shall not be responsible for any failure to carry out
any instruction to vote any of the shares of Stock or for the manner or effect
of any such vote made, as long as any such action or non-action is in good
faith.  The Depositary undertakes, and any Registrar shall be required to
undertake, to perform such duties and only such duties as are specifically set
forth in this Agreement, and no implied covenants or obligations shall be read
into this Agreement against the Depositary or any Registrar.  The Depositary
will indemnify the Company and hold it harmless from any loss, liability or
expense (including the reasonable costs and expenses of defending itself) which
may arise out of acts performed or omitted by the Depositary, including when
such Depositary acts as Registrar, or the Depositary's Agents in connection with
this Agreement due to its or their negligence, willful misconduct or bad faith.
The indemnification obligations of the Depositary set forth in this Section 5.3
shall survive any termination of this Agreement and any succession of any
Depositary.

          The Depositary, its parent, affiliates or subsidiaries, the
Depositary's Agents, and the Registrar may own, buy, sell and deal in any class
of securities of the Company and its affiliates and in Receipts or Depositary
Shares or become pecuniarily interested in any transaction in which the Company
or its affiliates may be interested or contract with or lend money to or
otherwise act as fully or as freely as if it were not the Depositary, parent,
affiliate or subsidiary or Depositary's Agent or Registrar hereunder.  The
Depositary may also act as trustee, 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, acting as the Depositary's Agent or Registrar, as the case
may be, shall be deemed to be an "issuer" of the securities under the federal
securities laws or applicable state securities laws, it being expressly
understood and agreed that the Depositary, any Depositary's Agent and the
Registrar are acting only in a ministerial capacity as Depositary or Registrar
for the Stock.

          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 the Receipts (except for its counter-signatures
thereon) or any instruments referred to therein or herein, or as to the
correctness of any statement made therein or herein.

          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 or genuineness 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

                                       15


of the Depositary Shares or as to any right, title or interest of the record
holders of Receipts in and to the Depositary Shares.  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 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF
SUCCESSOR DEPOSITARY.  The Depositary may at any time resign as Depositary
hereunder by delivering notice of its election to do so to the Company, such
resignation to take effect upon the appointment of a successor Depositary and
its acceptance of such appointment as hereinafter provided.

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

          In case at any time the Depositary acting hereunder shall resign or be
removed, the Company shall, within 60 days after the delivery of the notice of
resignation or removal, as the case may be, appoint a successor Depositary,
which shall be a bank or trust company having its principal office in the United
States of America and having a combined capital and surplus of at least
$50,000,000.  If no successor Depositary shall have been so appointed and have
accepted appointment within 60 days after delivery of such notice, the resigning
or removed Depositary may petition any court of competent jurisdiction for the
appointment of a successor Depositary.  Every successor Depositary shall execute
and deliver to its predecessor and to the Company an instrument in writing
accepting its appointment hereunder, and thereupon such successor Depositary,
without any further act or deed, shall become fully vested with all the rights,
powers, duties and obligations of its predecessor and for all purposes shall be
the Depositary under this Deposit Agreement, and such predecessor, upon payment
of all sums due it and on the written request of the Company, shall execute and
deliver an instrument transferring to such successor all rights and powers of
such predecessor hereunder, shall duly assign, transfer and deliver all right,
title and interest in the Stock and any moneys or property held hereunder to
such successor, and shall deliver to such successor a list of the record holders
of all outstanding Receipts and such records, books and other information in its
possession relating thereto.  Any successor Depositary shall promptly mail
notice of its appointment to the record holders of Receipts.

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

                                       16


          SECTION 5.5 CORPORATE NOTICES AND REPORTS.  The Company agrees that it
will deliver to the Depositary, and the Depositary will, promptly after receipt
thereof transmit to the record holders of Receipts, in each case at the
addresses recorded in the Depositary's books, copies of all notices and reports
(including without limitation financial statements) required by law or by the
rules of any national securities exchange upon which the Stock, the Depositary
Shares or the Receipts are listed, to be furnished to the record holders of
Receipts.  Such transmission will be at the Company's expense and the Company
will provide the Depositary with such number of copies of such documents as the
Depositary may reasonably request.

          SECTION 5.6 INDEMNIFICATION BY THE COMPANY.  The Company shall indem-
nify the Depositary, any Depositary's Agent and the Registrar against, and hold
each of them harmless from, any loss, liability or expense (including the
reasonable costs and expenses of defending itself) which may arise out of acts
performed or omitted in connection with this Deposit Agreement and the Receipts
by the Depositary, any Registrar or any of their respective agents (including
any Depositary's Agent), except for any liability arising out of negligence,
willful misconduct or bad faith on the respective parts of any such person or
persons.  The obligations of the Company set forth in this Section 5.6 shall
survive any succession of any Depositary or Depositary's Agent.

          SECTION 5.7 CHARGES AND EXPENSES.  The Company shall pay all transfer
and other taxes and governmental charges arising solely from the existence of
the depositary arrangements.  The Company shall pay all reasonable charges of
the Depositary in connection with the initial deposit of the Stock and the
initial issuance of the Depositary Shares, all withdrawals of shares of the
Stock by owners of Depositary Shares, and any redemption or exchange of the
Stock at the option of the Company.  All other transfer and other taxes and
governmental charges shall be at the expense of holders of Depositary Shares.
If, at the request of a holder of Receipts, the Depositary incurs charges or
expenses for which it is not otherwise liable hereunder, such holder will be
liable for such charges and expenses.  All other charges and expenses of the
Depositary and any Depositary's Agent hereunder (including, in each case,
reasonable fees and expenses of counsel) incident to the performance of their
respective obligations hereunder will be paid upon consultation and agreement
between the Depositary and the Company as to the amount and nature of such
charges and expenses.  The Depositary shall present its statement for charges
and expenses to the Company at such intervals as the Company and the Depositary
may agree.

          SECTION 5.8 TAX COMPLIANCE.  The Depositary, on its own behalf and on
behalf of the Company, will comply with all applicable certification,
information reporting and withholding (including "backup" withholding)
requirements imposed by applicable tax laws, regulations or administrative
practice with respect to (i) any payments made with respect to the Depositary
Shares or (ii) the issuance, delivery, holding, transfer, redemption or exercise
of

                                       17


rights under the Depositary Receipts or the Depositary Shares.  Such compliance
shall include, without limitation, the preparation and timely filing of required
returns and the timely payment of all amounts required to be withheld to the
appropriate taxing authority or its designated agent.

          The Depositary shall comply with any direction received from the
Company with respect to the application of such requirements to particular
payments or holders or in other particular circumstances, and may for purposes
of this Agreement rely on any such direction in accordance with the provisions
of Section 5.3 hereof.

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

                                   ARTICLE VI

                            AMENDMENT AND TERMINATION

          SECTION 6.1 AMENDMENT.  The form of the Receipts and any provisions of
this Deposit Agreement may at any time and from time to time be amended by
agreement between the Company and the Depositary in any respect which they may
deem necessary or desirable; PROVIDED, HOWEVER, that no such amendment (other
than any change in the fees of any Depositary or Registrar, which shall go into
effect not sooner than three months after notice thereof to the holders of the
Receipts) which shall materially adversely alter the rights of the holders of
Receipts shall be effective unless such amendment shall have been approved by
the holders of at least a majority of the Depositary Shares then outstanding.
Every holder of an outstanding Receipt at the time any such amendment becomes
effective shall be deemed, by continuing to hold such Receipt, to be bound by
the Deposit Agreement as amended thereby.  Notwithstanding the foregoing, in no
event may any amendment impair the right of any holder of any Depositary Shares,
upon surrender of the Receipts evidencing such Depositary Shares and subject to
any conditions specified in this Deposit Agreement, to receive shares of Stock
and any money or other property represented thereby, except in order to comply
with mandatory provisions of applicable law.

          SECTION 6.2 TERMINATION.  This Deposit Agreement may be terminated by
the Company at any time upon not less than 60 days prior written notice to the
Depositary, in which case, on a date that is not later than 30 days after the
date of such notice, the Depositary shall deliver or make available for delivery
to holders of Depositary Shares, upon surrender of the Receipts evidencing such
Depositary Shares, such number of whole or fractional shares of Stock as are
represented by such Depositary Shares.  This Deposit Agreement will
automatically terminate after (i) all outstanding Depositary Shares have been
redeemed pursuant to Section 2.8 or

                                       18



(ii) there shall have been made a final distribution in respect of the Stock in
connection with any liquidation, dissolution or winding up of the Company and
such distribution shall have been distributed to the holders of Depositary
Receipts pursuant to Sections 4.1 or 4.2, as applicable.

          Upon the termination of this Deposit Agreement, the Company shall be
discharged from all obligations under this Deposit Agreement except for its
obligations to the Depositary, the Registrar and any Depositary's Agent under
Sections 5.6 and 5.7.

                                   ARTICLE VII

                                  MISCELLANEOUS

          SECTION 7.1 COUNTERPARTS.  This Deposit Agreement may be executed in
any number of counterparts, and by each of the parties hereto on separate
counterparts, each of which counterparts, when so executed and delivered, shall
be deemed an original, but all such counterparts taken together shall constitute
one and the same instrument.

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

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

          SECTION 7.4 NOTICES.  Any and all notices to be given to the Company
hereunder or under the Receipts shall be in writing and shall be deemed to have
been duly given if personally delivered or sent by mail, or by telegram or
facsimile transmission confirmed by letter, addressed to the Company at

          DC Holdco, Inc.
          500 South Buena Vista Street
          Burbank, California  91521
          Attention:  Legal Department
          Facsimile No.: (818)

or at any other address of which the Company shall have notified the Depositary
in writing.

                                       19


          Any and all notices to be given to the Depositary hereunder or under
the Receipts shall be in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or by telegram or facsimile transmission
confirmed by letter, addressed to the Depositary at the Depositary's Office, at:



          Attention:
          Facsimile No.:

or at any other address of which the Depositary shall have notified the Company
in writing.

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

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

          SECTION 7.5 APPOINTMENT OF REGISTRAR.  The Company hereby also
appoints the Depositary as Registrar in respect of the Receipts and the
Depositary hereby accepts such appointments.

          SECTION 7.6 HOLDERS OF RECEIPTS ARE PARTIES.  The holders of Receipts
from time to time shall be parties to this Deposit Agreement and shall be bound
by all of the terms and conditions hereof and of the Receipts by acceptance of
delivery thereof.

          SECTION 7.7 GOVERNING LAW.  THIS DEPOSIT AGREEMENT AND THE RECEIPTS
AND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCOR-

                                       20



DANCE WITH, THE LAWS APPLICABLE TO CONTRACTS MADE IN AND TO BE PERFORMED IN THE
STATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.

          SECTION 7.8 INSPECTION OF DEPOSIT AGREEMENT.  Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's Agent and
shall be open to inspection during business hours at the Depositary's Office or
respective offices of the Depositary's Agent, if any, by any holder of a
Receipt.

          SECTION 7.9 HEADINGS.  The headings of articles and sections in this
Deposit Agreement and in the form of the Receipt set forth in Exhibit A hereto
have been inserted for convenience only and are not to be regarded as a part of
this Deposit Agreement or the Receipts or to have any bearing upon the meaning
or interpretation of any provision contained herein or in the Receipts.



                                       21


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

                                   DC HOLDCO, INC.

Attested by


-------------------------------     By
                                      -------------------------------------

Attested by


-------------------------------     By
                                      -------------------------------------






                                       22



ANNEX A


TEMPORARY RECEIPT EXCHANGEABLE FOR DEFINITIVE          CERTIFICATE FOR
ENGRAVED RECEIPT WHEN READY FOR DELIVERY
                                                       DEPOSITARY SHARES

                                                       TRANSFERABLE
                                                       DEPOSITARY RECEIPT
                                                       This Certificate is
                                                       transferable in
                                                       New York, New York


                                                       CUSIP
                                                         SEE REVERSE FOR
                                                       CERTAIN DEFINITIONS


DEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH
DEPOSITARY SHARE REPRESENTING A          INTEREST
   IN ONE SHARE OF      % PREFERRED STOCK


               DC HOLDCO, INC.

          A CORPORATION INCORPORATED UNDER THE
               LAWS OF THE STATE OF DELAWARE

          , as Depositary (the "Depositary"),
hereby certifies that



is the registered owner of                             DEPOSITARY SHARES
                          ----------------------------

("Depositary Shares"), each Depositary Share representing a       interest in
one share of Series  Preferred Stock, par value $ per share (the "Stock"), of DC
Holdco, Inc., a Delaware corporation (the "Corporation"), on deposit with the
Depositary, subject to the terms and entitled to the benefits of the Deposit
Agreement dated as of       (the "Deposit Agreement"), between the Corporation
and the Depositary.  By accepting this Depositary Receipt, the holder hereof
becomes a party to and agrees to be bound by all the terms and conditions of the
Deposit Agreement.  This Depositary receipt shall not be valid or obligatory for
any purpose or be entitled to any benefits under the Deposit Agreement unless it
shall have been executed by the Depositary by the manual signature of a duly
authorized officer or,


                                       A-1


if executed in facsimile by the Depositary, countersigned by a Registrar in
respect of the Depositary Receipts by a duly authorized officer thereof.

Dated:

                                              Countersigned


                                                  Depositary and Registrar


                                              By

                                                  Authorized Officer




















                                       A-2

                                 DC HOLDCO, INC.

DC HOLDCO, INC. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO
REQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE
CERTIFICATE OF INCORPORATION, AS AMENDED, INCLUDING THE CERTIFICATE OF
DESIGNATION ESTABLISHING THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIFIED RIGHTS OF THE SERIES      PREFERRED
STOCK AND THE CERTIFICATE OF DESIGNATION OF EACH OTHER CLASS OF PREFERRED STOCK
OR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND/OR RIGHTS.
ANY SUCH REQUEST SHOULD BE ADDRESSED TO DC HOLDCO, INC., 500 SOUTH BUENA VISTA
STREET, BURBANK, CALIFORNIA 91521, ATTENTION:  INVESTOR RELATIONS.


                            _________________________

                                  ABBREVIATIONS

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

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

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

                     under Uniform Gifts to
                     Minors Act ____________
                          (State)


UNIF TRAN MIN ACT - ________ Custodian (until age ___)
                    (Cust)
              ________ under Uniform Transfers
              (Minor)
              to Minors Act__________________
                                     (State)


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




                                       A-3


          For value received, ____________________ hereby sell(s), assign(s) and
transfers unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
          IDENTIFYING NUMBER OF ASSIGNEE


______________________________________
______________________________________
______________________________________
______________________________________________________________________________
______________________________________________________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE


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


Dated ____________________              Signature:
                                        ________________________________
                                        NOTICE:  The signature to this as-
                                        signment must correspond with the name
                                        as written upon the face of this
                                        Depositary Receipt in every particular,
                                        without alteration or enlargement or any
                                        change whatever.
SIGNATURE GUARANTEED


____________________________________



                                       A-4





 TYPE:  EX-12.1
 SEQUENCE:  8
 DESCRIPTION:  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES



                                                                    EXHIBIT 12.1

                            THE WALT DISNEY COMPANY
                       RATIO OF EARNINGS TO FIXED CHARGES
                    NINE MONTHS ENDED JUNE 30, 1995 AND 1994
                      FIVE YEARS ENDED SEPTEMBER 30, 1994
                          (IN MILLIONS, EXCEPT RATIOS)



                                                 NINE MONTHS ENDED
                                                      JUNE 30,                          YEAR ENDED SEPTEMBER 30,
                                               ----------------------  ----------------------------------------------------------
                                                  1995        1994        1994        1993        1992        1991        1990
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                                                                                  
EARNINGS
  Income from continuing operations before
   income taxes and cumulative effect of
   accounting changes........................  $  1,712.0  $  1,371.4  $  1,703.1  $  1,074.0  $  1,301.8  $  1,018.5  $  1,324.7
Plus
  Equity in (earnings) loss of Euro Disney...        74.6        52.8       110.4       258.4        66.1       (23.6)     --
  Euro Disney dividends......................                              --             9.5      --          --          --
  Interest expense and amortization of debt
   discounts and premiums on all
   indebtedness..............................       168.0       116.9       119.9       157.7       126.8       105.0        43.1
  Imputed interest on operating leases.......        51.6        41.2        57.2        59.0        49.5        45.4        37.8
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
Total Earnings...............................  $  2,006.2  $  1,582.3  $  1,990.6  $  1,558.6  $  1,544.2  $  1,145.3  $  1,405.6
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------

FIXED CHARGES
  Interest expense and amortization of debt
   discounts and premiums on all
   indebtedness..............................  $    168.0  $    116.9  $    119.9  $    157.7  $    126.8  $    105.0  $     43.1
  Capitalized interest.......................        29.9        29.3        38.6        19.4        25.3        37.4        47.6
  Imputed interest on operating leases.......        51.6        41.2        57.2        59.0        49.5        45.4        37.8
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
Total Fixed Charges..........................  $    249.5  $    187.4  $    215.7  $    236.1  $    201.6  $    187.8  $    128.5
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
RATIO OF EARNINGS TO FIXED CHARGES...........          8x          8x          9x          7x          8x          6x         11x
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------
                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------