{"id":43378,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deposit-agreement-dc-holdco-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deposit-agreement-dc-holdco-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/deposit-agreement-dc-holdco-inc.html","title":{"rendered":"Deposit Agreement &#8211; DC Holdco Inc."},"content":{"rendered":"<pre>\n\n                                 DC HOLDCO, INC.\n\n                                  As Depositary\n\n\n                                       AND\n\n                        THE HOLDERS FROM TIME TO TIME OF\n                    THE DEPOSITARY RECEIPTS DESCRIBED HEREIN\n\n\n\n\n                                -----------------\n                                DEPOSIT AGREEMENT\n                                -----------------\n\n\n\n\n                              Dated as of\n\n\n\n\n-------------------------------------------------------------------------------\n\n\n                                TABLE OF CONTENTS\n\n\n                                                                            PAGE\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n                                   ARTICLE II\n\n                       FORM OF RECEIPTS, DEPOSIT OF STOCK,\n                        EXECUTION AND DELIVERY, TRANSFER\n                      SURRENDER AND REDEMPTION OF RECEIPTS\n\nSECTION 2.1 FORM AND TRANSFER OF RECEIPTS. . . . . . . . . . . . . . . . . . . 2\nSECTION 2.2 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN RESPECT\n                THEREOF. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4\nSECTION 2.3 REGISTRATION OF TRANSFER OF RECEIPTS . . . . . . . . . . . . . . . 4\nSECTION 2.4 SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF RECEIPTS AND\n                WITHDRAWAL OF STOCK. . . . . . . . . . . . . . . . . . . . . . 4\nSECTION 2.5 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER AND\n                EXCHANGE OF RECEIPTS . . . . . . . . . . . . . . . . . . . . . 6\nSECTION 2.6 LOST RECEIPTS, ETC.. . . . . . . . . . . . . . . . . . . . . . . . 6\nSECTION 2.7 CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS . . . . . . . 6\nSECTION 2.8 REDEMPTION OF STOCK. . . . . . . . . . . . . . . . . . . . . . . . 6\n\n\n                                  ARTICLE III\n\n                             CERTAIN OBLIGATIONS OF\n                       HOLDERS OF RECEIPTS AND THE COMPANY\n\nSECTION 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. . . . . . . . . 8\nSECTION 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES . . . . . . . . . . 8\nSECTION 3.3 WARRANTY AS TO STOCK . . . . . . . . . . . . . . . . . . . . . . . 9\n\n                                  ARTICLE IV\n\n                        THE DEPOSITED SECURITIES; NOTICES\n\nSECTION 4.1 CASH DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . 9\nSECTION 4.2 DISTRIBUTIONS OTHER THAN CASH, RIGHTS PREFERENCES OR PRIVILEGES. . 9\nSECTION 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES . . . . . . . . . .10\n\n                                        i\n\n\nSECTION 4.4 NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR HOLDERS OF\n             RECEIPTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .11\nSECTION 4.5 VOTING RIGHTS. . . . . . . . . . . . . . . . . . . . . . . . . . .11\nSECTION 4.6 CHANGES AFFECTING DEPOSITED SECURITIES AND RECLASSIFICATIONS,\n                RECAPITALIZATIONS, ETC.. . . . . . . . . . . . . . . . . . . .12\nSECTION 4.7 DELIVERY OF REPORTS. . . . . . . . . . . . . . . . . . . . . . . .12\nSECTION 4.6 LIST OF RECEIPT HOLDERS. . . . . . . . . . . . . . . . . . . . . .12\n\n                                    ARTICLE V\n\n                        THE DEPOSITARY, THE DEPOSITARY'S\n                      AGENTS, THE REGISTRAR AND THE COMPANY\n\nSECTION 5.1 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE\n               DEPOSITARY; REGISTRAR . . . . . . . . . . . . . . . . . . . . .13\nSECTION 5.2 PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY, THE\n               DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY . . . . . . .14\nSECTION 5.3 OBLIGATION OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR\n               AND THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . .14\nSECTION 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF SUCCESSOR\n               DEPOSITARY. . . . . . . . . . . . . . . . . . . . . . . . . . .16\nSECTION 5.5 CORPORATE NOTICES AND REPORTS. . . . . . . . . . . . . . . . . . .17\nSECTION 5.6 INDEMNIFICATION BY THE COMPANY . . . . . . . . . . . . . . . . . .17\nSECTION 5.7 CHARGES AND EXPENSES . . . . . . . . . . . . . . . . . . . . . . .17\nSECTION 5.8 TAX COMPLIANCE . . . . . . . . . . . . . . . . . . . . . . . . . .17\n\n                                   ARTICLE VI\n\n                            AMENDMENT AND TERMINATION\n\nSECTION 6.1 AMENDMENT. . . . . . . . . . . . . . . . . . . . . . . . . . . . .18\nSECTION 6.2 TERMINATION. . . . . . . . . . . . . . . . . . . . . . . . . . . .18\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\nSECTION 7.1 COUNTERPARTS . . . . . . . . . . . . . . . . . . . . . . . . . . .19\nSECTION 7.2 EXCLUSIVE BENEFIT OF PARTIES . . . . . . . . . . . . . . . . . . .19\nSECTION 7.3 INVALIDITY OF PROVISIONS . . . . . . . . . . . . . . . . . . . . .19\nSECTION 7.4 NOTICES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19\n\n                                       ii\n\n\nSECTION 7.5 APPOINTMENT OF REGISTRAR . . . . . . . . . . . . . . . . . . . . .20\nSECTION 7.6 HOLDERS OF RECEIPTS ARE PARTIES. . . . . . . . . . . . . . . . . .20\nSECTION 7.7 GOVERNING LAW. . . . . . . . . . . . . . . . . . . . . . . . . . .20\nSECTION 7.8 INSPECTION OF DEPOSIT AGREEMENT. . . . . . . . . . . . . . . . . .20\nSECTION 7.9 HEADINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20\n\n\n                            FORM OF DEPOSITARY SHARES\n\nFORM OF FACE RECEIPT . . . . . . . . . . . . . . . . . . . . . . . . . . . . A-1\nFORM OF REVERSE OF RECEIPT . . . . . . . . . . . . . . . . . . . . . . . . . A-3\n\n\n\n\n\n\n\n                                       iii\n\n\n\n          DEPOSIT AGREEMENT, dated as of          , among DC HOLDCO, INC., a\nDelaware corporation, (the \"Company\"), __________, a ___________ trust company\n(the \"Depositary\"), and the holders from time to time of the Receipts described\nherein.\n\n          WHEREAS, it is desired to provide, as hereinafter set forth in this\nDeposit Agreement, for the deposit of shares of Series       Preferred Stock of\nthe Company with the Depositary for the purposes set forth in this Deposit\nAgreement and for the issuance hereunder of Receipts evidencing Depositary\nShares in respect of the Stock so deposited; and\n\n          WHEREAS, the Receipts are to be substantially in the form of Exhibit A\nannexed hereto, with appropriate insertions, modifications and omissions, as\nhereinafter provided in this Deposit Agreement;\n\n          NOW, THEREFORE, in consideration of the promises contained herein, the\nreceipt and sufficiency of which is hereby acknowledged, the parties hereto\nhereby agree as follows:\n\n                                    ARTICLE I\n\n                                   DEFINITIONS\n\n          The following definitions shall, for all purposes, unless otherwise\nindicated, apply to the respective terms used in this Deposit Agreement:\n\n          \"Certificate\" shall mean the Certificate of Designation filed with the\nSecretary of State of the State of Delaware establishing the Stock as a series\nof preferred stock of the Company.\n\n          \"Deposit Agreement\" shall mean this Deposit Agreement, as amended or\nsupplemented from time to time.\n\n          \"Depositary\" shall mean ______________, and any successor as Deposi-\ntary hereunder.\n\n          \"Depositary Shares\" shall mean Depositary Shares, each representing\n  of a share of Stock and evidenced by a Receipt.\n\n          \"Depositary's Agent\" shall mean an agent appointed by the Depositary\npursuant to Section 5.1 and shall include the Registrar if such Registrar is not\nthe Depositary.\n\n\n\n          \"Depositary's Office\" shall mean the principal office of the\nDepositary at which at any particular time its depositary receipt business shall\nbe administered.\n\n          \"Receipt\" shall mean one of the Depositary Receipts, substantially in\nthe form set forth as Exhibit A hereto, issued hereunder, whether in definitive\nor temporary form and evidencing the number of Depositary Shares held of record\nby the record holder of such Depositary Shares.\n\n          \"record holder\" or \"holder\" as applied to a Receipt shall mean the\nperson in whose name a Receipt is registered on the books of the Depositary\nmaintained for such purpose.\n\n          \"Registrar\" shall mean the Depositary or such other bank or trust\ncompany which shall be appointed to register ownership and transfers of Receipts\nas herein provided.\n\n          \"Securities Act\" shall mean the Securities Act of 1933, as amended.\n\n          \"Stock\" shall mean shares of the Company's Series      Preferred\nStock, $   par value per share, with a liquidation preference of $       per\nshare.\n\n\n                                   ARTICLE II\n\n                       FORM OF RECEIPTS, DEPOSIT OF STOCK,\n                        EXECUTION AND DELIVERY, TRANSFER,\n                      SURRENDER AND REDEMPTION OF RECEIPTS\n\n     SECTION 2.1 FORM AND TRANSFER OF RECEIPTS. Definitive Receipts shall be\nengraved or printed or lithographed on steel-engraved borders, with appropriate\ninsertions, modifications and omissions, as hereinafter provided, if and to the\nextent required by any securities exchange on which the Receipts are listed.\nPending the preparation of definitive Receipts or if definitive Receipts are not\nrequired by any securities exchange on which the Receipts are listed, the\nDepositary, upon the written order of the Company or any holder of Stock, as the\ncase may be, delivered in compliance with Section 2.2, shall execute and deliver\ntemporary Receipts which are printed, lithographed, typewritten, mimeographed or\notherwise substantially of the tenor of the definitive Receipts in lieu of which\nthey are issued and with such appropriate insertions, omissions, substitutions\nand other variations as the persons executing such Receipts may determine, as\nevidenced by their execution of such Receipts.  If temporary Receipts are\nissued, the Company and the Depositary will cause definitive Receipts to be\nprepared without unreasonable delay.  After the preparation of definitive\nReceipts, the temporary Receipts shall be exchangeable for definitive Receipts\nupon surrender of the temporary Receipts at the\n\n                                        2\n\n\nDepositary's Office or at such other place or places as the Depositary shall\ndetermine, without charge to the holder.  Upon surrender for cancellation of any\none or more temporary Receipts, the Depositary shall execute and deliver in\nexchange therefor definitive Receipts representing the same number of Depositary\nShares as represented by the surrendered temporary Receipt or Receipts.  Such\nexchange shall be made at the Company's expense and without any charge to the\nholder therefor.  Until so exchanged, the temporary Receipts shall in all\nrespects be entitled to the same benefits under this Agreement, and with respect\nto the Stock, as definitive Receipts.\n\n          Receipts shall be executed by the Depositary by the manual signature\nof a duly authorized officer of the Depositary; PROVIDED, that such signature\nmay be a facsimile if a Registrar for the Receipts (other than the Depositary)\nshall have been appointed and such Receipts are countersigned by a manual signa-\nture of a duly authorized officer of the Registrar.  No Receipt shall be\nentitled to any benefits under this Deposit Agreement or be valid or obligatory\nfor any purpose unless it shall have been executed in accordance with the\nforegoing sentence.  The Depositary shall record on its books each Receipt so\nsigned and delivered as hereinafter provided.\n\n          Receipts shall be in denominations of any number of whole Depositary\nShares.  The Company shall deliver to the Depositary from time to time such\nquantities of Receipts as the Depositary may request to enable the Depositary to\nperform its obligations under this Deposit Agreement.\n\n          Receipts may be endorsed with or have incorporated in the text thereof\nsuch legends or recitals or changes not inconsistent with the provisions of this\nDeposit Agreement as may be required by the Depositary or required to comply\nwith any applicable law or any regulation thereunder or with the rules and\nregulations of any securities exchange upon which the Stock, the Depositary\nShares or the Receipts may be listed or to conform with any usage with respect\nthereto, or to indicate any special limitations or restrictions to which any\nparticular Receipts are subject.\n\n          Title to Depositary Shares evidenced by a Receipt, which is properly\nendorsed or accompanied by a properly executed instrument of transfer, shall be\ntransferable by delivery with the same effect as in the case of a negotiable\ninstrument; PROVIDED, HOWEVER, that until transfer of a Receipt shall be regis-\ntered on the books of the Depositary as provided in Section 2.3, the Depositary\nmay, notwithstanding any notice to the contrary, treat the record holder thereof\nat such time as the absolute owner thereof for the purpose of determining the\nperson entitled to distributions of dividends or other distributions or to any\nnotice provided for in this Deposit Agreement and for all other purposes.\n\n                                        3\n\n\n     SECTION 2.2 DEPOSIT OF STOCK; EXECUTION AND DELIVERY OF RECEIPTS IN RESPECT\nTHEREOF.  Subject to the terms and conditions of this Deposit Agreement, the\nCompany or any holder of Stock may from time to time deposit shares of Stock\nunder this Deposit Agreement by delivery to the Depositary of a certificate or\ncertificates for the Stock to be deposited, properly endorsed or accompanied, if\nrequired by the Depositary, by a duly executed instrument of transfer or\nendorsement, in form satisfactory to the Depositary, together with all such\ncertifications as may be required by the Depositary in accordance with the\nprovisions of this Deposit Agreement, and together with a written order of the\nCompany or such holder, as the case may be, directing the Depositary to execute\nand deliver to, or upon the written order of, the person or persons stated in\nsuch order a Receipt or Receipts for the number of Depositary Shares\nrepresenting such deposited Stock.\n\n          Deposited Stock shall be held by the Depositary at the Depositary's\nOffice or at such other place or places as the Depositary shall determine.\n\n          Upon receipt by the Depositary of a certificate or certificates for\nStock deposited in accordance with the provisions of this Section, together with\nthe other documents required as above specified, and upon recordation of the\nStock on the books of the Company in the name of the Depositary or its nominee,\nthe Depositary, subject to the terms and conditions of this Deposit Agreement,\nshall execute and deliver, to or upon the order of the person or persons named\nin the written order delivered to the Depositary referred to in the first\nparagraph of this Section, a Receipt or Receipts for the whole number of\nDepositary Shares representing, in the aggregate, the Stock so deposited and\nregistered in such name or names as may be requested by such person or persons.\nThe Depositary shall execute and deliver such Receipt or Receipts at the\nDepositary's Office or such other offices, if any, as the Depositary may\ndesignate.  Delivery at other offices shall be at the risk and expense of the\nperson requesting such delivery.\n\n          SECTION 2.3 REGISTRATION OF TRANSFER OF RECEIPTS.  Subject to the\nterms and conditions of this Deposit Agreement, the Depositary shall register on\nits books from time to time transfers of Receipts upon any surrender thereof by\nthe holder in person or by a duly authorized attorney, properly endorsed or\naccompanied by a properly executed instrument of transfer.  Thereupon, the\nDepositary shall execute a new Receipt or Receipts evidencing the same aggregate\nnumber of Depositary Shares as those evidenced by the Receipt or Receipts\nsurrendered and deliver such new Receipt or Receipts to or upon the order of the\nperson entitled thereto.\n\n          SECTION 2.4 SPLIT-UPS AND COMBINATIONS OF RECEIPTS; SURRENDER OF\nRECEIPTS AND WITHDRAWAL OF STOCK.  Upon surrender of a Receipt or Receipts at\nthe Depositary's Office or at such other offices as it may designate for the\npurpose of effecting a split-up or combination of such Receipt or Receipts, and\nsubject to the terms and conditions of this Deposit Agreement, the\n\n                                        4\n\n\nDepositary shall execute and deliver a new Receipt or Receipts in the authorized\ndenomination or denominations requested, evidencing the aggregate number of\nDepositary Shares evidenced by the Receipt or Receipts surrendered; PROVIDED,\nHOWEVER, that the Depositary shall not issue any Receipt evidencing a fractional\nDepositary Share.\n\n          Any holder of a Receipt or Receipts representing any number of whole\nshares of Stock may (unless the related Depositary Shares have previously been\ncalled for redemption) withdraw the Stock and all money and other property, if\nany, represented thereby by surrendering such Receipt or Receipts, at the\nDepositary's Office or at such other offices as the Depositary may designate for\nsuch withdrawals.  Thereafter, without unreasonable delay, the Depositary shall\ndeliver to such holder or to the person or persons designated by such holder as\nhereinafter provided, the number of whole shares of Stock and all money and\nother property, if any, represented by the Receipt or Receipts so surrendered\nfor withdrawal, but holders of such whole shares of Stock will not thereafter be\nentitled to deposit such Stock hereunder or to receive Depositary Shares\ntherefor.  If a Receipt delivered by the holder to the Depositary in connection\nwith such withdrawal shall evidence a number of Depositary Shares in excess of\nthe number of Depositary Shares representing the number of whole shares of Stock\nto be so withdrawn, the Depositary shall at the same time, in addition to such\nnumber of whole shares of Stock and such money and other property, if any, to be\nso withdrawn, deliver to such holder, or upon his order, a new Receipt\nevidencing such excess number of Depositary Shares, PROVIDED,  HOWEVER, that the\nDepositary shall not issue any Receipt evidencing a fractional Depositary Share.\nDelivery of the Stock and money and other property being withdrawn may be made\nby the delivery of such certificates, documents of title and other instruments\nas the Depositary may deem appropriate which, if required by the Depositary,\nshall be properly endorsed or accompanied by proper instruments of transfer.\n\n          If the Stock and the money and other property being withdrawn are to\nbe delivered to a person or persons other than the record holder of the Receipt\nor Receipts being surrendered for withdrawal of Stock, such holders shall\nexecute and deliver to the Depositary a written order so directing the\nDepositary and the Depositary may require that the Receipt or Receipts surren-\ndered by such holder for withdrawal of such shares of Stock be properly endorsed\nin blank or accompanied by a properly executed instrument of transfer in blank.\n\n          Delivery of the Stock and the money and other property, if any,\nrepresented by Receipts surrendered for withdrawal shall be made by the\nDepositary at the Depositary's Office, except that, at the request, risk and\nexpense of the holder surrendering such Receipt or Receipts and for the account\nof the holder thereof, such delivery may be made at such other place as may be\ndesignated by such holder.\n\n                                        5\n\n\n          SECTION 2.5 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SURRENDER\nAND EXCHANGE OF RECEIPTS.  As a condition precedent to the execution and\ndelivery, registration of transfer, split-up, combination, surrender or exchange\nof any Receipt, the Depositary, any of the Depositary's Agents or the Company\nmay require payment to it of a sum sufficient for the payment (or, in the event\nthat the Depositary or the Company shall have made such payment, the\nreimbursement to it) of any charges or expenses payable by the holder of a\nReceipt pursuant to Sections 3.2 and 5.7, may require the production of evidence\nsatisfactory to it as to the identity and genuineness of any signature and may\nalso require compliance with such regulations, if any, as the Depositary or the\nCompany may establish consistent with the provisions of this Deposit Agreement.\n\n          The deposit of Stock may be refused, the delivery of Receipts against\nStock may be suspended, the registration of transfer of Receipts may be refused\nand the registration of transfer, surrender or exchange of outstanding Receipts\nmay be suspended (i) during any period when the register of stockholders of the\nCompany is closed, (ii) if any such action is deemed necessary or advisable by\nthe Depositary, any of the Depositary's Agents or the Company at any time or\nfrom time to time because of any requirement of law or of any government or\ngovernmental body or commission or under any provision of this Deposit Agreement\nor (iii) with the approval of the Company, for any other reason.\n\n          SECTION 2.6 LOST RECEIPTS, ETC.  In case any receipt shall be\nmutilated, destroyed, lost or stolen, the Depositary in its discretion may\nexecute and deliver a Receipt of like form and tenor in exchange and\nsubstitution for such mutilated Receipt, or in lieu of and in substitution for\nsuch destroyed, lost or stolen Receipt, upon (i) the filing by the holder\nthereof with the Depositary of evidence satisfactory to the Depositary of such\ndestruction or loss or theft of such Receipt, of the authenticity thereof and of\nhis or her ownership thereof, (ii) the furnishing of the Depositary with\nreasonable indemnification satisfactory to it and (iii) the payment of any\nexpense (including fees, charges and expenses of the Depositary) in connection\nwith such execution and delivery.\n\n          SECTION 2.7 CANCELLATION AND DESTRUCTION OF SURRENDERED RECEIPTS.  All\nReceipts surrendered to the Depositary or any Depositary's Agent shall be\ncancelled by the Depositary.  Except as prohibited by applicable law or\nregulation, the Company is authorized to destroy all Receipts so cancelled.\n\n          SECTION 2.8 REDEMPTION OF STOCK.  Whenever the Company shall be\npermitted and shall elect to redeem shares of Stock in accordance with the\nprovisions of the Certificate, it shall (unless otherwise agreed to in writing\nwith the Depositary) give or cause to be given to the Depositary not less than\n60 days' notice of the date of such proposed redemption or exchange of Stock and\nof the number of such shares held by the Depositary to be so redeemed and the\n\n                                        6\n\n\napplicable redemption price, as set forth in the Certificate, which notice shall\nbe accompanied by a certificate from the Company stating that such redemption of\nStock is in accordance with the provisions of the Certificate.  On the date of\nsuch redemption, provided that the Company shall then have paid or caused to be\npaid in full to the Depositary the redemption price of the Stock to be redeemed,\nplus an amount equal to any accrued and unpaid dividends thereon to the date\nfixed for redemption, in accordance with the provisions of the Certificate, the\nDepositary shall redeem the number of Depositary Shares representing such Stock.\nThe Depositary shall mail notice of the Company's redemption of Stock and the\nproposed simultaneous redemption of the number of Depositary Shares representing\nthe Stock to be redeemed by first-class mail, postage prepaid, not less than 30\nand not more than 60 days prior to the date fixed for redemption of such Stock\nand Depositary Shares (the \"Redemption Date\") to the record holders of the\nReceipts evidencing the Depositary Shares to be so redeemed, at the address of\nsuch holders as they appear on the records of the Depositary; but neither\nfailure to mail any such notice of redemption of Depositary Shares to one or\nmore such holders nor any defect in any notice of redemption of Depositary\nShares to one or more such holders shall affect the sufficiency of the\nproceedings for redemption as to the other holders.  The Company will provide\nthe Depositary with the information necessary for the Depositary to prepare such\nnotice and each such notice shall state: (i) the Redemption Date; (ii) the\nnumber of Depositary Shares to be redeemed and, if less than all the Depositary\nShares held by any such holder are to be redeemed, the number of such Depositary\nShares held by such holder to be so redeemed; (iii) the redemption price; (iv)\nthe place or places where Receipts evidencing Depositary Shares are to be\nsurrendered for payment of the redemption price; and (v) that dividends in\nrespect of the Stock represented by the Depositary Shares to be redeemed will\ncease to accrue on such Redemption Date.  In case less than all the outstanding\nDepositary Shares are to be redeemed, the Depositary Shares to be so redeemed\nshall be selected by the Depositary by lot or by any other substantially\nequivalent method, in each case, as determined by the Depositary in its sole\ndiscretion.\n\n          Notice having been mailed by the Depositary as aforesaid, from and\nafter the Redemption Date (unless the Company shall have failed to provide the\nfunds necessary to redeem the Stock evidenced by the Depositary Shares called\nfor redemption) (i) dividends on the shares of Stock so called for redemption\nshall cease to accrue from and after such date, (ii) the Depositary Shares being\nredeemed from such proceeds shall be deemed no longer to be outstanding, (iii)\nall rights of the holders of Receipts evidencing such Depositary Shares (except\nthe right to receive the redemption price) shall, to the extent of such\nDepositary Shares, cease and terminate, and (iv) upon surrender in accordance\nwith such redemption notice of the Receipts evidencing any such Depositary\nShares called for redemption (properly endorsed or assigned for transfer, if the\nDepositary or applicable law shall so require), such Depositary Shares shall be\nredeemed by the Depositary at a redemption price per Depositary Share equal to\nthe same fraction of the redemption price per share paid with respect to the\nshares of Stock\n\n                                        7\n\n\nas the fraction each Depositary Share represents of a share of Stock plus the\nsame fraction of all money and other property, if any, represented by such\nDepositary Shares, including all amounts paid by the Company in respect of\ndividends which on the Redemption Date have accumulated on the shares of Stock\nto be so redeemed and have not theretofore been paid.  Any funds deposited by\nthe Company with the Depositary for any Depositary Shares that the holders\nthereof fail to redeem will be returned to the Company after a period of two\nyears from the date such funds are so deposited.\n\n          If fewer than all of the Depositary Shares evidenced by a Receipt are\ncalled for redemption, the Depositary will deliver to the holder of such Receipt\nupon its surrender to the Depositary, together with the redemption payment, a\nnew Receipt evidencing the Depositary Shares evidenced by such prior Receipt and\nnot called for redemption.\n\n\n                                   ARTICLE III\n\n                             CERTAIN OBLIGATIONS OF\n                       HOLDERS OF RECEIPTS AND THE COMPANY\n\n          SECTION 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any\nholder of a Receipt may be required from time to time to file such proof of\nresidence, or other matters or other information, to execute such certificates\nand to make such representations and warranties as the Depositary or the Company\nmay reasonably deem necessary or proper or otherwise reasonably request.  The\nDepositary or the Company may withhold the delivery, or delay the registration\nof transfer, redemption or exchange, of any Receipt or the withdrawal or\nconversion of the Stock represented by the Depositary Shares evidenced by any\nReceipt or the distribution of any dividend or other distribution or the sale of\nany rights or of the proceeds thereof until such proof or other information is\nfiled or such certificates are executed or such representations and warranties\nare made.\n\n          SECTION 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES.  Holders\nof Receipts shall be obligated to make payments to the Depositary of certain\ncharges and expenses, as provided in Section 5.7.  Registration of transfer of\nany Receipt or any withdrawal of Stock and all money or other property, if any,\nrepresented by the Depositary Shares evidenced by such Receipt may be refused\nuntil any such payment due is made, and any dividends, interest payments or\nother distributions may be withheld or any part of or all the Stock or other\nproperty represented by the Depositary Shares evidenced by such Receipt and not\ntheretofore sold may be sold for the account of the holder thereof (after\nattempting by reasonable means to notify such holder prior to such sale), and\nsuch dividends, interest payments or other distributions or the\n\n                                        8\n\n\nproceeds of any such sale may be applied to any payment of such charges or\nexpenses, the holder of such Receipt remaining liable for any deficiency.\n\n          SECTION 3.3 WARRANTY AS TO STOCK.  The Company hereby represents and\nwarrants that the Stock, when issued, will be duly authorized, validly issued,\nfully paid and nonassessable.  Such representation and warranty shall survive\nthe deposit of the Stock and the issuance of Receipts.\n\n\n                                   ARTICLE IV\n\n                        THE DEPOSITED SECURITIES; NOTICES\n\n          SECTION 4.1 CASH DISTRIBUTIONS.  Whenever the Depositary shall receive\nany cash dividend or other cash distribution on Stock, the Depositary shall,\nsubject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the\nrecord date fixed pursuant to Section 4.4 such amounts of such dividend or\ndistribution as are, as nearly as practicable, in proportion to the respective\nnumbers of Depositary Shares evidenced by the Receipts held by such holders;\nPROVIDED, HOWEVER, that in case the Company or the Depositary shall be required\nto withhold and shall withhold from any cash dividend or other cash distribution\nin respect of the Stock an amount on account of taxes or as otherwise required\nby law, regulation or court process, the amount made available for distribution\nor distributed in respect of Depositary Shares shall be reduced accordingly.  In\nthe event that the calculation of any such cash dividend or other cash\ndistribution to be paid to any record holder on the aggregate number of\nDepositary Receipts held by such holder results in an amount which is a fraction\nof a cent, the amount the Depositary shall distribute to such record holder\nshall be rounded to the next highest whole cent; and upon request of the\nDepositary, the Company shall pay the additional amount to the Depositary for\ndistribution.\n\n          SECTION 4.2 DISTRIBUTIONS OTHER THAN CASH, RIGHTS, PREFERENCES OR\nPRIVILEGES.  Whenever the Depositary shall receive any distribution other than\ncash, rights, preferences or privileges upon Stock, the Depositary shall,\nsubject to Sections 3.1 and 3.2, distribute to record holders of Receipts on the\nrecord date fixed pursuant to Section 4.4 such amounts of the securities or\nproperty received by it as are, as nearly as practicable, in proportion to the\nrespective numbers of Depositary Shares evidenced by the Receipts held by such\nholders, in any manner that the Depositary may deem equitable and practicable\nfor accomplishing such distribution.  If in the opinion of the Depositary such\ndistribution cannot be made proportionately among such record holders, or if for\nany other reason (including any requirement that the Company or the Depositary\nwithhold an amount on account of taxes) the Depositary deems such distribution\nnot to be feasible, the Depositary may, with the approval of the Company, adopt\nsuch method as\n\n                                        9\n\n\n\nit deems equitable and practicable for the purpose of effecting such\ndistribution, including the sale (at public or private sale) of the securities\nor property thus received, or any part thereof, at such place or places and upon\nsuch terms as it may deem proper.  The net proceeds of any such sale shall,\nsubject to Sections 3.1 and 3.2, be distributed or made available for\ndistribution, as the case may be, by the Depositary to record holders of\nReceipts as provided by Section 4.1 in the case of a distribution received in\ncash.\n\n          SECTION 4.3 SUBSCRIPTION RIGHTS, PREFERENCES OR PRIVILEGES.  If the\nCompany shall at any time offer or cause to be offered to the persons in whose\nnames Stock is recorded on the books of the Company any rights, preferences or\nprivileges to subscribe for or to purchase any securities or any rights,\npreferences or privileges of any other nature, such rights, preferences or\nprivileges shall in each such instance be made available by the Depositary to\nthe record holders of Receipts in such manner as the Depositary may determine,\neither by the issue to such record holders of warrants representing such rights,\npreferences or privileges or by such other method as may be approved by the\nDepositary in its discretion with the approval of the Company; PROVIDED,\nHOWEVER, that (i) if at the time of issue or offer of any such rights,\npreferences or privileges the Depositary determines that it is not lawful or\n(after consultation with the Company) not feasible to make such rights, prefer-\nences or privileges available to holders of Receipts by the issue of warrants or\notherwise, or (ii) if and to the extent so instructed by holders of Receipts who\ndo not desire to execute such rights, preferences or privileges, then the\nDepositary, in its discretion (with approval of the Company, in any case where\nthe Depositary has determined that it is not feasible to make such rights,\npreferences or privileges available), may, if applicable laws or the terms of\nsuch rights, preferences or privileges permit such transfer, sell such rights,\npreferences or privileges at public or private sale, at such place or places and\nupon such terms as it may deem proper.  The net proceeds of any such sale shall,\nsubject to Sections 3.1 and 3.2, be distributed by the Depositary to the record\nholders of Receipts entitled thereto as provided by Section 4.1 in the case of a\ndistribution received in cash.\n\n          If registration under the Securities Act of the securities to which\nany rights, preferences or privileges relate is required in order for holders of\nReceipts to be offered or sold the securities to which such rights, preferences\nor privileges relate, the Company will file promptly a registration statement\npursuant to the Securities Act with respect to such rights, preferences or\nprivileges and securities and use its best efforts and take all steps available\nto it to cause such registration statement to become effective sufficiently in\nadvance of the expiration of such rights, preferences or privileges to enable\nsuch holders to exercise such rights, preferences or privileges.  In no event\nshall the Depositary make available to the holders of Receipts any right,\npreference or privilege to subscribe for or to purchase any securities unless\nand until it has received written notice from the Company that such registration\nstatement shall have become effective, or that the offering and sale of such\nsecurities to such holders are exempt\n\n                                       10\n\n\nfrom registration under the provisions of the Securities Act and the Company\nshall have provided to the Depositary an opinion of counsel to such effect.\n\n          If any other action under the laws of any jurisdiction or any\ngovernmental or administrative authorization, consent or permit is required in\norder for such rights, preferences or privileges to be made available to holders\nof Receipts, the Company will use its reasonable best efforts to take such\naction or obtain such authorization, consent or permit sufficiently in advance\nof the expiration of such rights, preferences or privileges to enable such\nholders to exercise such rights, preferences or privileges.\n\n          SECTION 4.4 NOTICE OF DIVIDENDS, ETC.; FIXING RECORD DATE FOR HOLDERS\nOF RECEIPTS.  Whenever any cash dividend or other cash distribution shall become\npayable or any distribution other than cash shall be made, or if rights,\npreferences or privileges shall at any time be offered, with respect to Stock,\nor whenever the Depositary shall receive notice of any meeting at which holders\nof Stock are entitled to vote or of which holders of Stock are entitled to\nnotice, or whenever the Depositary and the Company shall decide it is\nappropriate, the Depositary shall in each such instance fix a record date (which\nshall be the same date as the record date fixed by the Company with respect to\nor otherwise in accordance with the terms of the Stock) for the determination of\nthe holders of Receipts who shall be entitled to receive such dividend,\ndistribution, rights, preferences or privileges or the net proceeds of the sale\nthereof, or to give instructions for the exercise of voting rights at any such\nmeeting, or who shall be entitled to notice of such meeting or for any other\nappropriate reasons.\n\n          SECTION 4.5 VOTING RIGHTS.  Upon receipt of notice of any meeting at\nwhich the holders of Stock are entitled to vote, the Depositary shall, as soon\nas practicable thereafter, mail to the record holders of Receipts a notice which\nshall contain (i) such information as is contained in such notice of meeting and\n(ii) a statement that the holders may, subject to any applicable restrictions,\ninstruct the Depositary as to the exercise of the voting rights pertaining to\nthe amount of Stock represented by their respective Depositary Shares (including\nan express indication that instructions may be given to the Depositary to give a\ndiscretionary proxy to a person designated by the Company) and a brief statement\nas to the manner in which such instructions may be given.  Upon the written\nrequest of the holders of Receipts on the relevant record date, the Depositary\nshall use its best efforts to vote or cause to be voted, in accordance with the\ninstructions set forth in such requests, the maximum number of whole shares of\nStock represented by the Depositary Shares evidenced by all Receipts as to which\nany particular voting instructions are received.  The Company hereby agrees to\ntake all reasonable action which may be deemed necessary by the Depositary in\norder to enable the Depositary to vote such Stock or cause such Stock to be\nvoted.  In the absence of specific instructions from the holder of a Receipt,\nthe Depositary will not vote (but, at its discretion, may appear at any meeting\nwith\n\n                                       11\n\n\nrespect to such Stock unless directed to the contrary by the holders of all the\nReceipts) to the extent of the Stock represented by the Depositary Shares\nevidenced by such Receipt.\n\n          SECTION 4.6 CHANGES AFFECTING DEPOSITED SECURITIES AND\nRECLASSIFICATIONS, RECAPITALIZATIONS, ETC.  Upon any change in par value or\nliquidation preference, split-up, combination or any other reclassification of\nthe Stock, or upon any recapitalization, reorganization, merger or consolidation\naffecting the Company or to which it is a party, the Depositary may in its\ndiscretion with the approval of, and shall upon the instructions of, the\nCompany, and (in either case) in such manner as the Depositary may deem\nequitable, (i) make such adjustments in the fraction of an interest in one share\nof Stock represented by one Depositary Share as may be necessary ( as certified\nby the  Company)  fully to reflect the effects of such change in par value or\nliquidation preference, split-up, combination or other reclassification of\nStock, or of such recapitalization, reorganization, merger or consolidation and\n(ii) treat any securities which shall be received by the Depositary in exchange\nfor or upon conversion of or in respect of the Stock as new deposited securities\nso received in exchange for or upon conversion or in respect of such Stock.  In\nany such case, the Depositary may in its discretion, with the approval of the\nCompany, execute and deliver additional Receipts or may call for the surrender\nof all outstanding Receipts to be exchanged for new Receipts specifically\ndescribing such new deposited securities.  Anything to the contrary herein\nnotwithstanding, holders of Receipts shall have the right from and after the\neffective date of any such change in par value or liquidation preference, split-\nup, combination or other reclassification of the Stock or any such\nrecapitalization, reorganization, merger or consolidation to surrender such Re-\nceipts to the Depositary with instructions to convert, exchange or surrender the\nStock represented thereby only into or for, as the case may be, the kind and\namount of shares of stock and other securities and property and cash into which\nthe Stock represented by such Receipts would have been converted or for which\nsuch Stock would have been exchanged or surrendered had such Receipt been\nsurrendered immediately prior to the effective date of such transaction.\n\n          SECTION 4.7 DELIVERY OF REPORTS.  The Depositary shall furnish to\nholders of Receipts any reports and communications received from the Company\nwhich are received by the Depositary as the holder of Stock.\n\n          SECTION 4.8 LIST OF RECEIPT HOLDERS.  Promptly upon request from time\nto time by the Company, the Depositary shall furnish to it a list, as of the\nmost recent practicable date, of the names, addresses and holdings of Depositary\nShares of all record holders of Receipts.  The Company shall be entitled to\nreceive such list twice annually without charge.\n\n                                       12\n\n\n                                    ARTICLE V\n\n                        THE DEPOSITARY, THE DEPOSITARY'S\n                      AGENTS, THE REGISTRAR AND THE COMPANY\n\n          SECTION 5.1 MAINTENANCE OF OFFICES, AGENCIES AND TRANSFER BOOKS BY THE\nDEPOSITARY; REGISTRAR.  Upon execution of this Deposit Agreement, the Depositary\nshall maintain at the Depositary's office, facilities for the execution and\ndelivery, registration and registration of transfer, surrender and exchange of\nReceipts, and at the offices of the Depositary's Agents, if any, facilities for\nthe delivery, registration of transfer, surrender and exchange of Receipts, all\nin accordance with the provisions of this Deposit Agreement.\n\n          The Depositary shall keep books at the Depositary's Office for the\nregistration and registration of transfer of Receipts, which books during normal\nbusiness hours shall be open for inspection by the record holders of Receipts;\nprovided that any such holder requesting to exercise such right shall certify to\nthe Depositary that such inspection shall be for a proper purpose reasonably\nrelated to such person's interest as an owner of Depositary Shares evidenced by\nthe Receipts.\n\n          The Depositary may close such books, at any time or from time to time,\nwhen deemed expedient by it in connection with the performance of its duties\nhereunder.\n\n          The Depositary may, with the approval of the Company, appoint a\nRegistrar for registration of the Receipts or the Depositary Shares evidenced\nthereby.  If the Receipts or the Depositary Shares evidenced thereby or the\nStock represented by such Depositary Shares shall be listed on one or more\nnational securities exchanges, the Depositary will appoint a Registrar\n(acceptable to the Company) for registration of such Receipts or Depositary\nShares in accordance with any requirements of such exchange.  Such Registrar\n(which may be the Depositary if so permitted by the requirements of any such\nexchange) may be removed and a substitute registrar appointed by the Depositary\nupon the request or with the approval of the Company.  If the Receipts, such\nDepositary Shares or such Stock are listed on one or more other stock exchanges,\nthe Depositary will, at the request and at the expense of the Company, arrange\nsuch facilities for the delivery, registration, registration of transfer,\nsurrender and exchange of such Receipts, such Depositary Shares or such Stock as\nmay be required by law or applicable securities exchange regulation.\n\n          The Depositary may from time to time appoint Depositary's Agents to\nact in any respect for the Depositary for the purposes of this Deposit Agreement\nand may at any time appoint additional Depositary's Agents and vary or terminate\nthe appointment of such Depositary's Agents.  The Depositary will notify the\nCompany of any such action.\n\n                                       13\n\n\n          SECTION 5.2 PREVENTION OF OR DELAY IN PERFORMANCE BY THE DEPOSITARY,\nTHE DEPOSITARY'S AGENTS, THE REGISTRAR OR THE COMPANY.  Neither the Depositary\nnor any Depositary's Agent nor the Registrar nor the Company shall incur any\nliability to any holder of any Receipt if by reason of any provision of any\npresent or future law, or regulation thereunder, of the United States of America\nor of any other governmental authority or, in the case of the Depositary, the\nDepositary's Agent or the Registrar, by reason of any provision, present or\nfuture, of the Company's Certificate of Incorporation or by reason of any act of\nGod or war or other circumstance beyond the reasonable control of the relevant\nparty, the Depositary, the Depositary's Agent, the Registrar or the Company\nshall be prevented, delayed or forbidden from, or subjected to any penalty on\naccount of, doing or performing any act or thing which the terms of this Deposit\nAgreement provide shall be done or performed; nor shall the Depositary, any\nDepositary's Agent, the Registrar or the Company incur liability to any holder\nof a Receipt (i) by reason of any nonperformance or delay, caused as aforesaid,\nin the performance of any act or thing which the terms of this Deposit Agreement\nshall provide shall or may be done or performed, or (ii) by reason of any\nexercise of, or failure to exercise, any discretion provided for in this Deposit\nAgreement except, in the case of any such exercise or failure to exercise\ndiscretion not caused as aforesaid, if caused by the gross negligence or willful\nmisconduct of the party charged with such exercise or failure to exercise.\n\n          SECTION 5.3 OBLIGATION OF THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE\nREGISTRAR AND THE COMPANY.  Neither the Depositary nor any Depositary's Agent\nnor the Registrar nor the Company assumes any obligation or shall be subject to\nany liability under this Deposit Agreement or any Receipt to holders of Receipts\nother than for its gross negligence, willful misconduct or bad faith.\n\n          Neither the Depositary nor any Depositary's Agent nor the Registrar\nnor the Company shall be under any obligation to appear in, prosecute or defend\nany action, suit or other proceeding in respect of the Stock, the Depositary\nShares or the Receipts which in its opinion may involve it in expense or\nliability unless indemnity satisfactory to it against all expense and liability\nbe furnished as often as may be required.\n\n          Neither the Depositary nor any Depositary's Agent nor the Registrar\nnor the Company shall be liable for any action or any failure to act by it in\nreliance upon the written advice of legal counsel or accountants, or information\nfrom any person presenting Stock for deposit, any holder of a Receipt or any\nother person believed by it in good faith to be competent to give such infor-\nmation.  The Depositary, any Depositary's Agent, the Registrar and the Company\nmay each rely and shall each be protected in acting upon any written notice,\nrequest, direction or other document believed by it to be genuine and to have\nbeen signed or presented by the proper party or parties.\n\n                                       14\n\n\n          The Depositary shall not be responsible for any failure to carry out\nany instruction to vote any of the shares of Stock or for the manner or effect\nof any such vote made, as long as any such action or non-action is in good\nfaith.  The Depositary undertakes, and any Registrar shall be required to\nundertake, to perform such duties and only such duties as are specifically set\nforth in this Agreement, and no implied covenants or obligations shall be read\ninto this Agreement against the Depositary or any Registrar.  The Depositary\nwill indemnify the Company and hold it harmless from any loss, liability or\nexpense (including the reasonable costs and expenses of defending itself) which\nmay arise out of acts performed or omitted by the Depositary, including when\nsuch Depositary acts as Registrar, or the Depositary's Agents in connection with\nthis Agreement due to its or their negligence, willful misconduct or bad faith.\nThe indemnification obligations of the Depositary set forth in this Section 5.3\nshall survive any termination of this Agreement and any succession of any\nDepositary.\n\n          The Depositary, its parent, affiliates or subsidiaries, the\nDepositary's Agents, and the Registrar may own, buy, sell and deal in any class\nof securities of the Company and its affiliates and in Receipts or Depositary\nShares or become pecuniarily interested in any transaction in which the Company\nor its affiliates may be interested or contract with or lend money to or\notherwise act as fully or as freely as if it were not the Depositary, parent,\naffiliate or subsidiary or Depositary's Agent or Registrar hereunder.  The\nDepositary may also act as trustee, transfer agent or registrar of any of the\nsecurities of the Company and its affiliates.\n\n          It is intended that neither the Depositary nor any Depositary's Agent\nnor the Registrar, acting as the Depositary's Agent or Registrar, as the case\nmay be, shall be deemed to be an \"issuer\" of the securities under the federal\nsecurities laws or applicable state securities laws, it being expressly\nunderstood and agreed that the Depositary, any Depositary's Agent and the\nRegistrar are acting only in a ministerial capacity as Depositary or Registrar\nfor the Stock.\n\n          Neither the Depositary (or its officers, directors, employees or\nagents) nor any Depositary's Agent nor the Registrar makes any representation or\nhas any responsibility as to the validity of the registration statement pursuant\nto which the Depositary Shares are registered under the Securities Act, the\nStock, the Depositary Shares or the Receipts (except for its counter-signatures\nthereon) or any instruments referred to therein or herein, or as to the\ncorrectness of any statement made therein or herein.\n\n          The Depositary assumes no responsibility for the correctness of the\ndescription that appears in the Receipts, which can be taken as a statement of\nthe Company summarizing certain provisions of this Deposit Agreement.\nNotwithstanding any other provision herein or in the Receipts, the Depositary\nmakes no warranties or representations as to the validity or genuineness of any\nStock at any time deposited with the Depositary hereunder or of the Depositary\nShares, as to the validity or sufficiency of this Deposit Agreement, as to the\nvalue\n\n                                       15\n\n\nof the Depositary Shares or as to any right, title or interest of the record\nholders of Receipts in and to the Depositary Shares.  The Depositary shall not\nbe accountable for the use or application by the Company of the Depositary\nShares or the Receipts or the proceeds thereof.\n\n          SECTION 5.4 RESIGNATION AND REMOVAL OF THE DEPOSITARY; APPOINTMENT OF\nSUCCESSOR DEPOSITARY.  The Depositary may at any time resign as Depositary\nhereunder by delivering notice of its election to do so to the Company, such\nresignation to take effect upon the appointment of a successor Depositary and\nits acceptance of such appointment as hereinafter provided.\n\n          The Depositary may at any time be removed by the Company by notice of\nsuch removal delivered to the Depositary, such removal to take effect upon the\nappointment of a successor Depositary and its acceptance of such appointment as\nhereinafter provided.\n\n          In case at any time the Depositary acting hereunder shall resign or be\nremoved, the Company shall, within 60 days after the delivery of the notice of\nresignation or removal, as the case may be, appoint a successor Depositary,\nwhich shall be a bank or trust company having its principal office in the United\nStates of America and having a combined capital and surplus of at least\n$50,000,000.  If no successor Depositary shall have been so appointed and have\naccepted appointment within 60 days after delivery of such notice, the resigning\nor removed Depositary may petition any court of competent jurisdiction for the\nappointment of a successor Depositary.  Every successor Depositary shall execute\nand deliver to its predecessor and to the Company an instrument in writing\naccepting its appointment hereunder, and thereupon such successor Depositary,\nwithout any further act or deed, shall become fully vested with all the rights,\npowers, duties and obligations of its predecessor and for all purposes shall be\nthe Depositary under this Deposit Agreement, and such predecessor, upon payment\nof all sums due it and on the written request of the Company, shall execute and\ndeliver an instrument transferring to such successor all rights and powers of\nsuch predecessor hereunder, shall duly assign, transfer and deliver all right,\ntitle and interest in the Stock and any moneys or property held hereunder to\nsuch successor, and shall deliver to such successor a list of the record holders\nof all outstanding Receipts and such records, books and other information in its\npossession relating thereto.  Any successor Depositary shall promptly mail\nnotice of its appointment to the record holders of Receipts.\n\n          Any corporation into or with which the Depositary may be merged,\nconsolidated or converted shall be the successor of such Depositary without the\nexecution or filing of any document or any further act, and notice thereof shall\nnot be required hereunder.  Such successor Depositary may authenticate the\nReceipts in the name of the predecessor Depositary or in the name of the\nsuccessor Depositary.\n\n                                       16\n\n\n          SECTION 5.5 CORPORATE NOTICES AND REPORTS.  The Company agrees that it\nwill deliver to the Depositary, and the Depositary will, promptly after receipt\nthereof transmit to the record holders of Receipts, in each case at the\naddresses recorded in the Depositary's books, copies of all notices and reports\n(including without limitation financial statements) required by law or by the\nrules of any national securities exchange upon which the Stock, the Depositary\nShares or the Receipts are listed, to be furnished to the record holders of\nReceipts.  Such transmission will be at the Company's expense and the Company\nwill provide the Depositary with such number of copies of such documents as the\nDepositary may reasonably request.\n\n          SECTION 5.6 INDEMNIFICATION BY THE COMPANY.  The Company shall indem-\nnify the Depositary, any Depositary's Agent and the Registrar against, and hold\neach of them harmless from, any loss, liability or expense (including the\nreasonable costs and expenses of defending itself) which may arise out of acts\nperformed or omitted in connection with this Deposit Agreement and the Receipts\nby the Depositary, any Registrar or any of their respective agents (including\nany Depositary's Agent), except for any liability arising out of negligence,\nwillful misconduct or bad faith on the respective parts of any such person or\npersons.  The obligations of the Company set forth in this Section 5.6 shall\nsurvive any succession of any Depositary or Depositary's Agent.\n\n          SECTION 5.7 CHARGES AND EXPENSES.  The Company shall pay all transfer\nand other taxes and governmental charges arising solely from the existence of\nthe depositary arrangements.  The Company shall pay all reasonable charges of\nthe Depositary in connection with the initial deposit of the Stock and the\ninitial issuance of the Depositary Shares, all withdrawals of shares of the\nStock by owners of Depositary Shares, and any redemption or exchange of the\nStock at the option of the Company.  All other transfer and other taxes and\ngovernmental charges shall be at the expense of holders of Depositary Shares.\nIf, at the request of a holder of Receipts, the Depositary incurs charges or\nexpenses for which it is not otherwise liable hereunder, such holder will be\nliable for such charges and expenses.  All other charges and expenses of the\nDepositary and any Depositary's Agent hereunder (including, in each case,\nreasonable fees and expenses of counsel) incident to the performance of their\nrespective obligations hereunder will be paid upon consultation and agreement\nbetween the Depositary and the Company as to the amount and nature of such\ncharges and expenses.  The Depositary shall present its statement for charges\nand expenses to the Company at such intervals as the Company and the Depositary\nmay agree.\n\n          SECTION 5.8 TAX COMPLIANCE.  The Depositary, on its own behalf and on\nbehalf of the Company, will comply with all applicable certification,\ninformation reporting and withholding (including \"backup\" withholding)\nrequirements imposed by applicable tax laws, regulations or administrative\npractice with respect to (i) any payments made with respect to the Depositary\nShares or (ii) the issuance, delivery, holding, transfer, redemption or exercise\nof\n\n                                       17\n\n\nrights under the Depositary Receipts or the Depositary Shares.  Such compliance\nshall include, without limitation, the preparation and timely filing of required\nreturns and the timely payment of all amounts required to be withheld to the\nappropriate taxing authority or its designated agent.\n\n          The Depositary shall comply with any direction received from the\nCompany with respect to the application of such requirements to particular\npayments or holders or in other particular circumstances, and may for purposes\nof this Agreement rely on any such direction in accordance with the provisions\nof Section 5.3 hereof.\n\n          The Depositary shall maintain all appropriate records documenting\ncompliance with such requirements, and shall make such records available on\nrequest to the Company or to its authorized representatives.\n\n                                   ARTICLE VI\n\n                            AMENDMENT AND TERMINATION\n\n          SECTION 6.1 AMENDMENT.  The form of the Receipts and any provisions of\nthis Deposit Agreement may at any time and from time to time be amended by\nagreement between the Company and the Depositary in any respect which they may\ndeem necessary or desirable; PROVIDED, HOWEVER, that no such amendment (other\nthan any change in the fees of any Depositary or Registrar, which shall go into\neffect not sooner than three months after notice thereof to the holders of the\nReceipts) which shall materially adversely alter the rights of the holders of\nReceipts shall be effective unless such amendment shall have been approved by\nthe holders of at least a majority of the Depositary Shares then outstanding.\nEvery holder of an outstanding Receipt at the time any such amendment becomes\neffective shall be deemed, by continuing to hold such Receipt, to be bound by\nthe Deposit Agreement as amended thereby.  Notwithstanding the foregoing, in no\nevent may any amendment impair the right of any holder of any Depositary Shares,\nupon surrender of the Receipts evidencing such Depositary Shares and subject to\nany conditions specified in this Deposit Agreement, to receive shares of Stock\nand any money or other property represented thereby, except in order to comply\nwith mandatory provisions of applicable law.\n\n          SECTION 6.2 TERMINATION.  This Deposit Agreement may be terminated by\nthe Company at any time upon not less than 60 days prior written notice to the\nDepositary, in which case, on a date that is not later than 30 days after the\ndate of such notice, the Depositary shall deliver or make available for delivery\nto holders of Depositary Shares, upon surrender of the Receipts evidencing such\nDepositary Shares, such number of whole or fractional shares of Stock as are\nrepresented by such Depositary Shares.  This Deposit Agreement will\nautomatically terminate after (i) all outstanding Depositary Shares have been\nredeemed pursuant to Section 2.8 or\n\n                                       18\n\n\n\n(ii) there shall have been made a final distribution in respect of the Stock in\nconnection with any liquidation, dissolution or winding up of the Company and\nsuch distribution shall have been distributed to the holders of Depositary\nReceipts pursuant to Sections 4.1 or 4.2, as applicable.\n\n          Upon the termination of this Deposit Agreement, the Company shall be\ndischarged from all obligations under this Deposit Agreement except for its\nobligations to the Depositary, the Registrar and any Depositary's Agent under\nSections 5.6 and 5.7.\n\n                                   ARTICLE VII\n\n                                  MISCELLANEOUS\n\n          SECTION 7.1 COUNTERPARTS.  This Deposit Agreement may be executed in\nany number of counterparts, and by each of the parties hereto on separate\ncounterparts, each of which counterparts, when so executed and delivered, shall\nbe deemed an original, but all such counterparts taken together shall constitute\none and the same instrument.\n\n          SECTION 7.2 EXCLUSIVE BENEFIT OF PARTIES.  This Deposit Agreement is\nfor the exclusive benefit of the parties hereto, and their respective successors\nhereunder, and shall not be deemed to give any legal or equitable right, remedy\nor claim to any other person whatsoever.\n\n          SECTION 7.3 INVALIDITY OF PROVISIONS.  In case any one or more of the\nprovisions contained in this Deposit Agreement or in the Receipts should be or\nbecome invalid, illegal or unenforceable in any respect, the validity, legality\nand enforceability of the remaining provisions contained herein or therein shall\nin no way be affected, prejudiced or disturbed thereby.\n\n          SECTION 7.4 NOTICES.  Any and all notices to be given to the Company\nhereunder or under the Receipts shall be in writing and shall be deemed to have\nbeen duly given if personally delivered or sent by mail, or by telegram or\nfacsimile transmission confirmed by letter, addressed to the Company at\n\n          DC Holdco, Inc.\n          500 South Buena Vista Street\n          Burbank, California  91521\n          Attention:  Legal Department\n          Facsimile No.: (818)\n\nor at any other address of which the Company shall have notified the Depositary\nin writing.\n\n                                       19\n\n\n          Any and all notices to be given to the Depositary hereunder or under\nthe Receipts shall be in writing and shall be deemed to have been duly given if\npersonally delivered or sent by mail or by telegram or facsimile transmission\nconfirmed by letter, addressed to the Depositary at the Depositary's Office, at:\n\n\n\n          Attention:\n          Facsimile No.:\n\nor at any other address of which the Depositary shall have notified the Company\nin writing.\n\n          Any and all notices to be given to any record holder of a Receipt\nhereunder or under the Receipts shall be in writing and shall be deemed to have\nbeen duly given if personally delivered or sent by mail, or by telegram or\nfacsimile transmission confirmed by letter, addressed to such record holder at\nthe address of such record holder as it appears on the books of the Depositary,\nor if such holder shall have filed with the Depositary a written request that\nnotices intended for such holder be mailed to some other address, at the address\ndesignated in such request.\n\n          Delivery of a notice sent by mail or by telegram or facsimile\ntransmission shall be deemed to be effected at the time when a duly addressed\nletter containing the same (or a confirmation thereof in the case of a telegram\nor facsimile transmission) is deposited for mailing by first class mail, postage\nprepaid.  The Depositary or the Company may, however, act upon any telegram or\nfacsimile transmission received by it from the other or from any holder of a\nReceipt, notwithstanding that such telegram or facsimile transmission shall not\nsubsequently be confirmed by letter or as aforesaid.\n\n          SECTION 7.5 APPOINTMENT OF REGISTRAR.  The Company hereby also\nappoints the Depositary as Registrar in respect of the Receipts and the\nDepositary hereby accepts such appointments.\n\n          SECTION 7.6 HOLDERS OF RECEIPTS ARE PARTIES.  The holders of Receipts\nfrom time to time shall be parties to this Deposit Agreement and shall be bound\nby all of the terms and conditions hereof and of the Receipts by acceptance of\ndelivery thereof.\n\n          SECTION 7.7 GOVERNING LAW.  THIS DEPOSIT AGREEMENT AND THE RECEIPTS\nAND ALL RIGHTS HEREUNDER AND THEREUNDER AND PROVISIONS HEREOF AND THEREOF SHALL\nBE GOVERNED BY, AND CONSTRUED IN ACCOR-\n\n                                       20\n\n\n\nDANCE WITH, THE LAWS APPLICABLE TO CONTRACTS MADE IN AND TO BE PERFORMED IN THE\nSTATE OF NEW YORK WITHOUT REGARD TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF.\n\n          SECTION 7.8 INSPECTION OF DEPOSIT AGREEMENT.  Copies of this Deposit\nAgreement shall be filed with the Depositary and the Depositary's Agent and\nshall be open to inspection during business hours at the Depositary's Office or\nrespective offices of the Depositary's Agent, if any, by any holder of a\nReceipt.\n\n          SECTION 7.9 HEADINGS.  The headings of articles and sections in this\nDeposit Agreement and in the form of the Receipt set forth in Exhibit A hereto\nhave been inserted for convenience only and are not to be regarded as a part of\nthis Deposit Agreement or the Receipts or to have any bearing upon the meaning\nor interpretation of any provision contained herein or in the Receipts.\n\n\n\n                                       21\n\n\n          IN WITNESS WHEREOF, the Company and the Depositary have duly executed\nthis Agreement as of the day and year first above set forth, and all holders of\nReceipts shall become parties hereto by and upon acceptance by them of delivery\nof Receipts issued in accordance with the terms hereof.\n\n                                   DC HOLDCO, INC.\n\nAttested by\n\n\n-------------------------------     By\n                                      -------------------------------------\n\nAttested by\n\n\n-------------------------------     By\n                                      -------------------------------------\n\n\n\n\n\n\n                                       22\n\n\n\nANNEX A\n\n\nTEMPORARY RECEIPT EXCHANGEABLE FOR DEFINITIVE          CERTIFICATE FOR\nENGRAVED RECEIPT WHEN READY FOR DELIVERY\n                                                       DEPOSITARY SHARES\n\n                                                       TRANSFERABLE\n                                                       DEPOSITARY RECEIPT\n                                                       This Certificate is\n                                                       transferable in\n                                                       New York, New York\n\n\n                                                       CUSIP\n                                                         SEE REVERSE FOR\n                                                       CERTAIN DEFINITIONS\n\n\nDEPOSITARY RECEIPT FOR DEPOSITARY SHARES, EACH\nDEPOSITARY SHARE REPRESENTING A          INTEREST\n   IN ONE SHARE OF      % PREFERRED STOCK\n\n\n               DC HOLDCO, INC.\n\n          A CORPORATION INCORPORATED UNDER THE\n               LAWS OF THE STATE OF DELAWARE\n\n          , as Depositary (the \"Depositary\"),\nhereby certifies that\n\n\n\nis the registered owner of                             DEPOSITARY SHARES\n                          ----------------------------\n\n(\"Depositary Shares\"), each Depositary Share representing a       interest in\none share of Series  Preferred Stock, par value $ per share (the \"Stock\"), of DC\nHoldco, Inc., a Delaware corporation (the \"Corporation\"), on deposit with the\nDepositary, subject to the terms and entitled to the benefits of the Deposit\nAgreement dated as of       (the \"Deposit Agreement\"), between the Corporation\nand the Depositary.  By accepting this Depositary Receipt, the holder hereof\nbecomes a party to and agrees to be bound by all the terms and conditions of the\nDeposit Agreement.  This Depositary receipt shall not be valid or obligatory for\nany purpose or be entitled to any benefits under the Deposit Agreement unless it\nshall have been executed by the Depositary by the manual signature of a duly\nauthorized officer or,\n\n\n                                       A-1\n\n\nif executed in facsimile by the Depositary, countersigned by a Registrar in\nrespect of the Depositary Receipts by a duly authorized officer thereof.\n\nDated:\n\n                                              Countersigned\n\n\n                                                  Depositary and Registrar\n\n\n                                              By\n\n                                                  Authorized Officer\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       A-2\n\n                                 DC HOLDCO, INC.\n\nDC HOLDCO, INC. WILL FURNISH WITHOUT CHARGE TO EACH RECEIPTHOLDER WHO SO\nREQUESTS A COPY OF THE DEPOSIT AGREEMENT AND A STATEMENT OR SUMMARY OF THE\nCERTIFICATE OF INCORPORATION, AS AMENDED, INCLUDING THE CERTIFICATE OF\nDESIGNATION ESTABLISHING THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE,\nPARTICIPATING, OPTIONAL OR OTHER SPECIFIED RIGHTS OF THE SERIES      PREFERRED\nSTOCK AND THE CERTIFICATE OF DESIGNATION OF EACH OTHER CLASS OF PREFERRED STOCK\nOR SERIES THEREOF WHICH THE CORPORATION IS AUTHORIZED TO ISSUE AND OF THE\nQUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCE AND\/OR RIGHTS.\nANY SUCH REQUEST SHOULD BE ADDRESSED TO DC HOLDCO, INC., 500 SOUTH BUENA VISTA\nSTREET, BURBANK, CALIFORNIA 91521, ATTENTION:  INVESTOR RELATIONS.\n\n\n                            _________________________\n\n                                  ABBREVIATIONS\n\n          The following abbreviations, when used in the inscription on the face\nof this Depositary Receipt, shall be construed as though they were written out\nin full according to applicable laws or regulations:\n\nTEN COM   -       as tenants in common\nTEN ENT   -       as tenants by the entireties\nJT TEN    -       as joint tenants with right\n                  of survivorship and not as\n                  tenants in common\n\nUNIF GIFT MIN ACT - ______ Custodian ______\n                     (Cust)             (Minor)\n\n                     under Uniform Gifts to\n                     Minors Act ____________\n                          (State)\n\n\nUNIF TRAN MIN ACT - ________ Custodian (until age ___)\n                    (Cust)\n              ________ under Uniform Transfers\n              (Minor)\n              to Minors Act__________________\n                                     (State)\n\n\nAdditional abbreviations may also be\nused though not in the above list.\n\n\n\n\n                                       A-3\n\n\n          For value received, ____________________ hereby sell(s), assign(s) and\ntransfers unto\n\nPLEASE INSERT SOCIAL SECURITY OR OTHER\n          IDENTIFYING NUMBER OF ASSIGNEE\n\n\n______________________________________\n______________________________________\n______________________________________\n______________________________________________________________________________\n______________________________________________________________________________\nPLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE\n\n\n________________________ Depositary Shares represented by the within\nDepositary Receipt, and do(es) hereby irrevocably constitute and appoint\n________________________ Attorney to transfer the said Depositary Shares\non the books of the within named Depositary with full power of substitution in\nthe premises.\n\n\nDated ____________________              Signature:\n                                        ________________________________\n                                        NOTICE:  The signature to this as-\n                                        signment must correspond with the name\n                                        as written upon the face of this\n                                        Depositary Receipt in every particular,\n                                        without alteration or enlargement or any\n                                        change whatever.\nSIGNATURE GUARANTEED\n\n\n____________________________________\n\n\n\n                                       A-4\n\n\n\n\n\n TYPE:  EX-12.1\n SEQUENCE:  8\n DESCRIPTION:  COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES\n\n\n\n                                                                    EXHIBIT 12.1\n\n                            THE WALT DISNEY COMPANY\n                       RATIO OF EARNINGS TO FIXED CHARGES\n                    NINE MONTHS ENDED JUNE 30, 1995 AND 1994\n                      FIVE YEARS ENDED SEPTEMBER 30, 1994\n                          (IN MILLIONS, EXCEPT RATIOS)\n\n\n\n                                                 NINE MONTHS ENDED\n                                                      JUNE 30,                          YEAR ENDED SEPTEMBER 30,\n                                               ----------------------  ----------------------------------------------------------\n                                                  1995        1994        1994        1993        1992        1991        1990\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\n                                                                                                  \nEARNINGS\n  Income from continuing operations before\n   income taxes and cumulative effect of\n   accounting changes........................  $  1,712.0  $  1,371.4  $  1,703.1  $  1,074.0  $  1,301.8  $  1,018.5  $  1,324.7\nPlus\n  Equity in (earnings) loss of Euro Disney...        74.6        52.8       110.4       258.4        66.1       (23.6)     --\n  Euro Disney dividends......................                              --             9.5      --          --          --\n  Interest expense and amortization of debt\n   discounts and premiums on all\n   indebtedness..............................       168.0       116.9       119.9       157.7       126.8       105.0        43.1\n  Imputed interest on operating leases.......        51.6        41.2        57.2        59.0        49.5        45.4        37.8\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\nTotal Earnings...............................  $  2,006.2  $  1,582.3  $  1,990.6  $  1,558.6  $  1,544.2  $  1,145.3  $  1,405.6\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\n\nFIXED CHARGES\n  Interest expense and amortization of debt\n   discounts and premiums on all\n   indebtedness..............................  $    168.0  $    116.9  $    119.9  $    157.7  $    126.8  $    105.0  $     43.1\n  Capitalized interest.......................        29.9        29.3        38.6        19.4        25.3        37.4        47.6\n  Imputed interest on operating leases.......        51.6        41.2        57.2        59.0        49.5        45.4        37.8\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\nTotal Fixed Charges..........................  $    249.5  $    187.4  $    215.7  $    236.1  $    201.6  $    187.8  $    128.5\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\nRATIO OF EARNINGS TO FIXED CHARGES...........          8x          8x          9x          7x          8x          6x         11x\n                                               ----------  ----------  ----------  ----------  ----------  ----------  ----------\n                                               ----------  ----------  ----------  ----------  ----------  ----------  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