2. Mr. X. has simultaneously with the execution of this agreement deposited with the Depositary said..........

shares of preferred stock properly endorsed in blank and stamped for transfer. Said shares, together with any additional shares acquired or purchased pursuant to the provisions of paragraph 4 hereof for account of the holders of receipts issued under this paragraph 2, shall be held by the Depositary in a separate account which shall be called "Purchasers Stock

Account." Mr. X. shall receive in respect of said..........

shares a receipt or receipts substantially in the following form:

Deposit Receipt for

Preferred Stock of..........Corporation in Purchasers Stock Account Under Deposit Agreement dated...................

between

X,................................and certain other holders of preferred stock of...............Corporation, and the undersigned as Depositary.

The undersigned Depositary hereby certifies that it has received from Mr. X. certificates for..........

shares of preferred stock of...............Corporation for deposit in the Purchasers Stock Account under and subject to the terms and conditions stated in the above mentioned Deposit Agreement. The registered holder hereof assents to, and is bound by, the provisions of said Deposit Agreement by receiving this receipt and is entitled to the benefits to which the holder of a receipt in respect of such stock issued under paragraph 2 of said Deposit Agreement is or may become entitled pursuant to the terms and conditions of said Deposit Agreement, an original counterpart of which is on file and open for inspection at the office of the undersigned Depositary in the City of............. Said Deposit Agreement provides for its termination on............, or upon the earlier happening of certain events specified therein.

The interest represented by this receipt is assignable subject to the terms and conditions of said Deposit Agreement by transfer on the books kept at the office of the Depositary for that purpose by Mr. X. or the registered transferee hereof inperson or by attorney, and the notation of such transfer hereon by the Depositary, upon presentation of this receipt for that purpose and payment of the transfer taxes and other charges, if any, in connection with such transfer.

.............Depositary.

by

Dated................

(Reverse Side)

For value received................hereby sells, assigns and transfer unto..........................the within Deposit Receipt and all rights and interests represented thereby, and do hereby irrevocably constitute and appoint..............true and lawful attorney to transfer the same on the books of..............,

Trust Company, with full power of substitution.

Dated

In the presence of

Note: No writing under these columns except by the Depositary.

Signature of Date of transfer Name of Transferee Depositary

Notation of additional stock credited to the registered holder hereof under paragraph IV of said Deposit Agreement:

Signature of Date of Crediting Number of Shares Depositary

Notation of payments under paragraph VII of said Deposit Agreement:

Signature of Date of Payment Amount of Payment Depositary

The interest represented by said receipts may be assigned, subject to the terms and conditions of this Agreement, only.

by transfer on the books kept at the office of the Depositary for that purpose by the registered holders thereof in person or by attorney, and upon notation of such transfer on such receipts by the Depositary, upon presentation of the receipts for that purpose and payment of the transfer taxes and, if the

Depositary shall so require, a charge not exceeding........

cents for each share of preferred stock at the time represented by such certificate and not exceeding in the aggregate one dollar for each transfer.

3. From time to time, after the period for making deposits hereunder shall have expired, as the Depositary shall receive from..............Corporation any moneys for the purchase or retirement of preferred stock, the Depositary shall deliver to the..............Corporation certificates for preferred stock of a par value (disregarding accrued dividends) equal to the aggregate amount of moneys so received by the Depositary. Subject to the provisions of paragraph 5 hereof the stock so delivered shall be taken from the Depositors Stock Account and from the Purchasers Stock Account in proportions to the number of shares of preferred stock at the time in said accounts respectively and charged against the holders of receipts issued under paragraphs 1 and 2 hereof in proportion to the number of shares of preferred stock at the time to their credit, respectively; and the moneys so received shall be paid into the Depositors Stock Account and into the Purchasers Stock Account and credited to the holders of said receipts in like proportions.

4. (a) Forthwith upon the payment into the Purchasers Stock Account of any moneys pursuant to the provisions of paragraph 3 of this agreement, the Depositary shall, subject to the provisions of paragraph 5 hereof, apply one-half of the amount thereof to the purchase of preferred stock from the

Depositors Stock Account at the price of $......flat per share; and shall pay the amount so applied into the Depositors Stock Account and shall transfer from the Depositors Stock Account to the Purchasers Stock Account the number of shares so purchased.

(b) Upon any such purchase and transfer the amount so applied shall be charged against the respective holders of receipts issued under paragraph 2 hereof in proportion to the number of shares of preferred stock at the time to their credit, respectively, and shall, subject to the provisions of paragraph 5 hereof, be credited to the respective holders of receipts issued under paragraph 1 in proportion to the number of shares of preferred stock at the time to their credit, respectively. Notice of each such charging and crediting shall be given by the Depositary by registered mail, addressed to the registered holders of such receipts, within fifteen days after each such charging or crediting.