Deposit Agreement dated.........................., between....................(hereinafter called Mr. X.),

..........................., and such other holders of the preferred stock of............................Corporation as shall become parties hereto in the manner hereinafter provided (hereinafter called the Depositors), and...............

Company (hereinafter called the Depositary),...............

Mr. X. is the owner and holder of............shares, of the par value of......dollars each, of preferred stock of

................Corporation (hereinafter called the corporation).

In addition to said preferred stock held by the Depositor, the Corporation has issued and there are now outstanding ............shares of its preferred stock.

The Corporation contemplates the purchase or retirement of its outstanding preferred stock at the price of......dollars per share and Mr. X. has agreed with the Depositors for the benefit of...............and the other Depositors, that one-half of all moneys received by Mr. X. or any other subsequent holder of said......shares of preferred stock or any part thereof upon such purchase or retirement by..............

Corporation, shall be applied as hereinafter provided to the purchase, at the price of $......per share, of such other of the preferred stock of the Depositors as is not purchased or retired by the....................Corporation itself.

Now, Therefore, This Agreement Witnesseth, That the parties hereto have agreed among each other as follows:

1. The Depositors agree forthwith to deposit hereunder all shares of preferred stock of the......................

Corporation, owned by him; and any holder of preferred stock of....................Corporation other than the.........

shares held by Mr. X., may become a party to this agreement and thereby a Depositor by depositing with the Depositary at any time prior to............, the certificates for his preferred stock properly endorsed in blank and stamped for transfer; provided, however, that the period within which such deposits may be made may be extended for such period as Mr. X. and

...............may agree upon and certify in writing to the

Depositary; and provided further that no deposit shall be made after the Depositary shall have received any moneys from...............Corporation or from Mr. X. pursuant to the provisions of paragraph 3 or paragraph 8 hereof. All preferred stock so deposited shall be held by the Depositary in an account which shall be called "Depositors Stock Account." Upon such deposit each Depositor shall receive from the Depositary a receipt substantially in the following form:

Deposit Receipt for

Preferred Stock of..........Corporation in Depositors' 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...............................certificates for......................shares of preferred stock of...............Corporation for deposit in the

Depositors' 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 Depositor of said stock is or may become entitled to 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 the registered holder hereof in person 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 tax and other charges, if any, in connection with such transfer.

.............................................

Depositary.

By ................................

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

(Reverse Side)

For value received...............................

hereby sells, assigns and transfers unto...............

the within Deposit Receipt and all rights and interest 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 payments under Paragraph 6 or said Deposit Agreement.

Signature of Date of Payment Amount Paid 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 the notation of such transfers 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 ten 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. All the transferees of such receipts shall be parties to this agreement and shall be included within the term "Depositors."