DEPOSIT AGREEMENT

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ADVANCED MICRO DEVICES, INC.

and

____________________________

as Depositary

and

HOLDERS OF DEPOSITARY RECEIPTS









______________________

DEPOSIT AGREEMENT
______________________






Dated as of ________, 19__








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TABLE OF CONTENTS


Page

Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Recitals . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

ARTICLE I

Definitions

SECTION 1.01 "Authorizing Resolution" . . . . . . . . . . . . . 1
SECTION 1.02 "Certificate of Incorporation" . . . . . . . . . . 1
SECTION 1.03 "Company" . . . . . . . . . . . . . . . . . . . . 1
SECTION 1.04 "Deposit Agreement" . . . . . . . . . . . . . . . 2
SECTION 1.05 "Depositary"; "Depositary's Office" . . . . . . . 2
SECTION 1.06 "Depositary's Agent" . . . . . . . . . . . . . . 2
SECTION 1.07 "Depositary Shares" . . . . . . . . . . . . . . . 2
SECTION 1.08 "Receipt" . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.09 "record holder" . . . . . . . . . . . . . . . . . 2
SECTION 1.10 "Registrar" . . . . . . . . . . . . . . . . . . . 2
SECTION 1.11 "Securities Act of 1933" . . . . . . . . . . . . 2
SECTION 1.12 "Stock" . . . . . . . . . . . . . . . . . . . . . 2

ARTICLE II

Form of Receipts, Deposit of Stock, Execution and Delivery,
Transfer, Surrender and Redemption of Receipts

SECTION 2.01 Form and Transferability of Receipts . . . . . . 3
SECTION 2.02 Deposit of Stock; Execution and Delivery
of Receipts in Respect thereof . . . . . . . 4
SECTION 2.03 Redemption of Stock . . . . . . . . . . . . . . . 5
SECTION 2.04 Transfer of Receipts . . . . . . . . . . . . . . 6
SECTION 2.05 Combinations and Split-ups of Receipts . . . . . . 7
SECTION 2.06 Surrender of Receipts and Withdrawal
of Stock . . . . . . . . . . . . . . . . . . 7
SECTION 2.07 Limitations on Execution and Delivery,
Transfer, Surrender and Withdrawal
of Receipts . . . . . . . . . . . . . . . . . 8
SECTION 2.08 Lost Receipts, Etc. . . . . . . . . . . . . . . . 8
SECTION 2.09 Cancellation and Destruction
of Surrendered Receipts . . . . . . . . . . . 9






ARTICLE III

Certain Obligations of Holders of Receipts
and the Company

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

ARTICLE IV

The Deposited Securities; Notices

SECTION 4.01 Cash Distributions . . . . . . . . . . . . . . 10
SECTION 4.02 Distributions Other Than Cash . . . . . . . . . 10
SECTION 4.03 Subscription Rights, Preferences
or Privileges . . . . . . . . . . . . . . . 11
SECTION 4.04 Notice of Dividends; Fixing of Record
Date for Holders of Receipts . . . . . . . 12
SECTION 4.05 Voting Rights . . . . . . . . . . . . . . . . . 12
SECTION 4.06 Changes Affecting Deposited
Securities and Reclassifications,
Recapitalizations, etc. . . . . . . . . . . 13
SECTION 4.07 Reports . . . . . . . . . . . . . . . . . . . . 13
SECTION 4.08 Lists of Receipt Holders . . . . . . . . . . . 14

ARTICLE V

The Depositary and the Company

SECTION 5.01 Maintenance of Offices, Agencies,
Transfer Books by the Depositary;
Registrar . . . . . . . . . . . . . . . . . 14
SECTION 5.02 Prevention or Delay in Performance
by the Depositary, the Depositary's
Agents or the Company . . . . . . . . . . . 15
SECTION 5.03 Obligations of the Depositary, the
Depositary's Agents and the Company . . . . 15
SECTION 5.04 Resignation and Removal of the
Depositary; Appointment of
Successor Depositary . . . . . . . . . . . 17
SECTION 5.05 Corporate Notices and Reports . . . . . . . . . 18
SECTION 5.06 Deposit of Stock by the Company . . . . . . . . 18
SECTION 5.07 Indemnification by the Company . . . . . . . . 18
SECTION 5.08 Charges and Expenses . . . . . . . . . . . . . 19




ARTICLE VI

Amendment and Termination

SECTION 6.01 Amendment . . . . . . . . . . . . . . . . . . . 19
SECTION 6.02 Termination . . . . . . . . . . . . . . . . . . 20

ARTICLE VII

Miscellaneous

SECTION 7.01 Counterparts . . . . . . . . . . . . . . . . . 21
SECTION 7.02 Exclusive Benefit of Parties . . . . . . . . . 21
SECTION 7.03 Invalidity of Provisions . . . . . . . . . . . 21
SECTION 7.04 Notices . . . . . . . . . . . . . . . . . . . . 21
SECTION 7.05 Depositary's Agents . . . . . . . . . . . . . . 22
SECTION 7.06 Holders of Receipts Are Parties . . . . . . . . 22
SECTION 7.07 Governing Law . . . . . . . . . . . . . . . . . 22
SECTION 7.08 Headings . . . . . . . . . . . . . . . . . . . 22

Testimonium . . . . . . . . . . . . . . . . . . . . . . . . 23
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 23

Exhibit A






















DEPOSIT AGREEMENT


DEPOSIT AGREEMENT, dated as of _____ __, 19__, among
ADVANCED MICRO DEVICES, INC., a corporation duly organized and
existing under the laws of the State of Delaware, _______________
_________________________________________________________________
_________________________________________________________________
_______________________________, and all holders from time to
time of Depositary Receipts issued hereunder.

WITNESSETH:

WHEREAS, it is desired to provide, as hereinafter set forth
in this Deposit Agreement, for the deposit of ____________ shares
of Preferred Stock, Series __, par value $.10 per share, of
A d v a n c e d M i c r o D e v i c e s , I n c . w i t h
________________________________________
_____________________, as Depositary, for the purposes set forth
in this Deposit Agreement and for the issuance hereunder of
Depositary Receipts evidencing Depositary Shares, in respect of
the ____ shares of Preferred Stock so deposited; and

WHEREAS, the Depositary 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 premises, it is
agreed by and among the parties hereto as follows:

ARTICLE I

DEFINITIONS

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

SECTION 1.01. The term "Authorizing Resolution" shall mean
the resolution adopted by the Company's Board of Directors on
___________, 19__, establishing and setting forth the powers,
designations, preferences and rights of the Stock.

SECTION 1.02. The term "Certificate of Incorporation" shall
mean the Certificate of Incorporation, as amended from time to
time, of the Company.

SECTION 1.03. The term "Company" shall mean Advanced Micro
Devices, Inc., incorporated under the laws of the State of




Delaware and having at the date hereof its principal office at
One AMD Place, Sunnyvale, California 94088-3453, and its
successors.

SECTION 1.04. The term "Deposit Agreement" shall mean this
Agreement, as the same may be amended or supplemented from time
to time.

SECTION 1.05. The term "Depositary" shall mean ___________
_________________________________________________________________
_________________________________________________________________
_______________________________, with its principal office for
the administration of depositary receipts (the "Depositary's
Office") at the date hereof located at __________________________
_________________________________________________________, and
any successor as depositary hereunder.

SECTION 1.06. The term "Depositary's Agent" shall mean an
agent appointed by the Depositary as provided, and for the
purposes specified, in Section 7.05.

SECTION 1.07. The term "Depositary Shares" shall mean the
Depositary Shares, evidenced by the Depositary Receipts issued
hereunder and representing the interests in Stock deposited with
the Depositary hereunder. Each Depositary Share shall, as
provided herein, represent an interest in one-____ (1/__) of one
share of Stock and the same proportionate interest in any and all
other property received by the Depositary in respect of such
shares of Stock and held at the time under this Deposit
Agreement.

SECTION 1.08. The term "Receipt" shall mean one or more of
the Depositary Receipts issued hereunder.

SECTION 1.09. The term "record 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.

SECTION 1.10. The term "Registrar" shall mean any bank or
trust company which shall be appointed to register Receipts as
herein provided.

SECTION 1.11. The term "Securities Act of 1933" shall mean
the Act of May 27, 1933 (15 U.S. Code, Secs. 77a-77aa), as from
time to time amended.

SECTION 1.12. The term "Stock" shall mean shares of the
Company's Preferred Stock, Series ______, par value $.10 per
share, heretofore validly issued, fully paid and nonassessable.



ARTICLE II

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

SECTION 2.01. Form and Transferability of Receipts.
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Receipts shall be engraved or printed or lithographed and shall
be substantially in the form set forth in Exhibit A annexed to
this Deposit Agreement, with appropriate insertions,
modifications and omissions, as hereinafter provided. Receipts
shall be executed by the Depositary by the manual signature of a
duly authorized officer of the Depositary, provided 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 manual signature of a duly
authorized signatory 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
manually or, if a Registrar for the Receipts (other than the
Depositary) shall have been appointed, by facsimile by the
Depositary by the signature of a duly authorized officer and, if
executed by facsimile signature of the Depositary, shall have
been countersigned manually by such Registrar by the signature of
a duly authorized signatory. Receipts executed as provided in
this Section may be issued notwithstanding that any authorized
officer of the Depositary signing such Receipts shall have ceased
to hold office at the time of issuance of such Receipts. The
Depositary shall record on its books each Receipt so signed and
delivered as hereinafter provided.

Except as the Depositary and the Company may otherwise
determine, Receipts shall be in denominations of any number of
whole Depositary Shares.

All Receipts shall be dated the date of their execution.

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

Title to a Receipt which is properly endorsed or accompanied
by a properly executed instrument of transfer and to the
Depositary Shares evidenced thereby, shall be transferable by

delivery with the same effect as in the case of a negotiable
instrument; provided, however, that until a Receipt shall be
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transferred on the books of the Depositary as provided in Section
2.04, the Depositary, each Depositary's Agent and the Company
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 distribution of
dividends or other distributions, or to any notice provided for
in this Deposit Agreement and for all other purposes.

SECTION 2.02. Deposit of Stock; Execution and Delivery of
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Receipts in Respect Thereof. Subject to the terms and conditions
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of this Deposit Agreement, any holder of Stock may deposit such
Stock under this Deposit Agreement by a delivery to the
Depositary of a certificate or certificates for the Stock to be
deposited, properly endorsed or accompanied, if required by law,
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 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.

If required by the Depositary, Stock presented for deposit
at any time, whether or not the register of stockholders of the
company is closed, shall also be accompanied by an agreement or
assignment, or other instrument satisfactory to the Depositary,
which will provide for the prompt transfer to the Depositary or
its nominee of any dividend or right to subscribe for additional
Stock or to receive other property which any person in whose name
the Stock is or has been recorded may thereafter receive upon or
in respect of such deposited Stock, or in lieu thereof such
agreement of indemnity or other agreement as shall be
satisfactory to the Depositary.

Subject to the terms and conditions of this Deposit
Agreement, Stock may also be deposited hereunder in connection
with the delivery of Receipts to represent distributions under
Section 4.02 and upon exercise of the rights to subscribe
referred to in Section 4.03.

Upon each delivery to the Depositary of a certificate or
certificates for Stock to be deposited hereunder, together with
the other documents above specified, the Depositary shall, as
soon as transfer and recordation can be accomplished, present
such certificate or certificates to the Company for transfer and
recordation in the name of the Depositary or its nominee of the
Stock being deposited. 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 number of Depositary
Shares representing the Stock so deposited and registered in such
name or names as may be requested by such person or persons. The
Depositary shall execute and deliver such Receipt or Receipts at
the Depositary's Office and at such other offices, if any, as it
may designate. Delivery at other offices shall be at the risk
and expense of the person requesting such delivery. However, in
each case, any such delivery of a Receipt or Receipts will be
made only upon payment to the Depositary of all taxes and
governmental charges and fees payable in connection with such
deposit and the transfer of the deposited Stock.

SECTION 2.03. Redemption of Stock. Whenever the Company
--------------------
shall elect to redeem shares of Stock for cash pursuant to Clause
(iii) of the Authorizing Resolution, it shall give the Depositary
not less than 45 nor more than 90 days' notice of the date fixed
by the Company for such redemption, the number of shares of Stock
held by the Depositary to be so redeemed and the redemption price
for the Stock to be redeemed (which shall include full cumulative
dividends thereon to the redemption date). On the date of such
redemption, provided that the Company shall then have paid in
full to the Depositary the redemption price of the Stock to be
redeemed, the Depositary shall redeem the number of Depositary
Shares representing such Stock. The Depositary shall mail notice
of such redemption and the simultaneous redemption of the number
of Depositary Shares representing the Stock to be redeemed, 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 holders of
record on the record date for such redemption determined pursuant
to Section 4.04 of the Receipts evidencing the Depositary Shares
to be so redeemed, at the addresses of such holders as the same
appear on the records of the Depositary; but neither failure to
mail any such notice, nor any defect in any notice, to one or
more holders shall affect the sufficiency of the proceedings for
redemption as to other holders. Each such notice shall state the
record date for the purposes of such redemption, the redemption
date, the number of Depositary Shares to be redeemed, and, if
less than all the Depositary Shares evidenced by Receipts held by
any such holder are to be redeemed, the number of such Depositary
Shares held by such holder to be so redeemed; the redemption
price, the place or places where Receipts are to be surrendered
for payment of the redemption price; and that dividends in
respect of the Stock represented by the

Depositary Shares to be redeemed will cease to accrue on the
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 lot or pro rata (as nearly
--------
as may be) or in any other equitable manner determined by the
Depositary.

At the close of business on the redemption date, if the
Company shall have redeemed the shares of underlying Stock, the
Depositary Shares being redeemed from proceeds equal in amount to
the redemption price of the shares of Stock so called for
redemption shall be deemed no longer to be outstanding, 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,
upon surrender in accordance with said notice of the Receipts
evidencing any such Depositary Shares (properly endorsed or
assigned for transfer, if the Depositary shall so require), such
Depositary Shares shall be redeemed by the Depositary at a
redemption price per share equal to one-________ (1/__) (as such
fraction may from time to time be adjusted, in certain events, so
as to equal at all times the fraction of an interest represented
by one Depositary Share in one share of Stock) of the redemption
price per share paid in respect of the shares of Stock plus all
money and other property, if any, represented thereby including
all amounts paid by the Company in respect of dividends which to
the redemption date have accrued on the shares to be so redeemed
and have not theretofore been paid.

If less than all of the Depositary Shares evidenced by a
Receipt are called for redemption, the Depositary will deliver to
the holder of such Receipt, without service charge, upon
surrender of such Receipt to the Depositary (with, if the
Depositary so requires, due endorsement by, or a written
instrument of transfer in form satisfactory to, the Depositary,
duly executed by the holder thereof or his attorney duly
authorized in writing), together with the redemption payment, a
new Receipt evidencing the Depositary Shares evidenced by such
prior Receipt and not called for redemption.

SECTION 2.04. Transfer of Receipts. Subject to the terms
----------------------
and conditions of this Deposit Agreement, the Depositary shall
register the transfer on its books from time to time of Receipts
upon any surrender thereof at the Depositary's Office or at such
other offices as it may designate for such purpose by the holder
in person or by duly authorized attorney, properly endorsed or
accompanied by a properly executed instrument of transfer, and
duly stamped as may be required by law. Thereupon the Depositary
shall execute a new Receipt or Receipts and deliver the same to
or upon the order of the person entitled thereto evidencing the
same aggregate number of Depositary Shares as those evidenced by
the Receipt or Receipts surrendered.

SECTION 2.05. Combinations and Split-ups of Receipts.
------------------------------------------
Subject to the terms and conditions of this Deposit Agreement,
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, by the holder in person or by duly authorized attorney,
properly endorsed or accompanied by a properly executed
instrument of transfer, together with written instructions
specifying the number of Receipts to be received upon such
split-up or combination, the Depositary shall execute and deliver
a new Receipt or Receipts in the authorized denominations
requested, evidencing the same aggregate number of Depositary
Shares evidenced by the Receipt or Receipts surrendered.

SECTION 2.06. Surrender of Receipts and Withdrawal of
-------------------------------------------
Stock. Any holder of a Receipt or Receipts representing any
------
number of whole shares of Stock may 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 (unless the Depositary Shares represented thereby
shall have been theretofore called for redemption). 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. If the Receipt or
Receipts delivered by the holder to the Depositary in connection
with such withdrawal shall evidence a number of Depositary Shares
in excess of the number of 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 (subject to
Section 2.04) upon his order, a new Receipt evidencing such
excess number of Depositary Shares. 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 law, 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 holder shall execute and deliver to
the Depositary a written order (accompanied by a signature
guarantee) so directing the Depositary and the Depositary may
require that the Receipt or Receipts surrendered 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 and for the account of the holder thereof, such delivery
may be made at such other place as may be designated by such
holder.

SECTION 2.07. Limitations on Execution and Delivery,
------------------------------------------
Transfer, Surrender and Withdrawal of Receipts. As a condition
------------------------------------------------
precedent to the execution and delivery, transfer, split-up,
combination, surrender or withdrawal of any Receipt, the
Depositary or 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 tax or other
governmental charge with respect thereto (including any such tax
or charge with respect to Stock being deposited or withdrawn),
may require the production of proof 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 may
establish consistent with the provisions of this Deposit
Agreement.

The deposit of Stock may be refused, or the delivery of
Receipts against Stock may be suspended or the transfer of
Receipts may be refused (a) during any period when the register
of stockholders of the Company is closed, or (b) 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, with the approval of the Company, for any
other reason. Without limitation of the foregoing, the
Depositary shall not knowingly accept for deposit under this
Deposit Agreement any shares of Stock the distribution of which
is required to be registered under the Securities Act of 1933,
unless a registration statement under such Act is in effect as to
such shares of Stock.

SECTION 2.08. Lost Receipts, Etc. In case any Receipt
--------------------
shall be mutilated or destroyed or lost or stolen, the Depositary
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 ownership thereof, and (ii) the
furnishing of the Depositary with reasonable indemnification
satisfactory to it, and payment of any expense (including fees
and expenses of the Depositary notwithstanding the provisions of
Section 5.08) in connection therewith.
SECTION 2.09. Cancellation and Destruction of Surrendered
--------------------------------------------
Receipts. All Receipts surrendered to the Depositary or any
---------
Depositary's Agent shall be cancelled by the Depositary. Except
as prohibited by applicable law or regulation, the Depositary is
authorized to destroy such Receipts so cancelled.

ARTICLE III

CERTAIN OBLIGATIONS OF HOLDERS
OF RECEIPTS AND THE COMPANY

SECTION 3.01. Filing Proofs, Certificates and Other
------------------------------------------
Information. Any person presenting Stock for deposit or any
------------
holder of a Receipt may be required from time to time to file
such proof of residence, or other matters or other information,
to execute such certificates and to make such representations and
warranties as the Depositary may reasonably deem necessary or
proper. The Depositary may withhold the delivery or delay the
transfer, redemption or exchange of any Receipt or the withdrawal
of the Stock represented by the depositary Shares evidenced by
any Receipt or the distribution or sale of any dividend or other
distribution or 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 3.02. Payment of Taxes or Other Governmental
------------------------------------------
Charges. If any tax or other governmental charge shall become
--------
payable by or on behalf of the Depositary with respect to any
Receipt evidencing Depositary Shares or with respect to the
Depositary Shares evidenced by such Receipt or with respect to
the Stock (or any fractional interest therein) represented by
such Depositary Shares, such tax (including transfer taxes, if
any) or governmental charge shall be payable by the holder of
such Receipt. 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
such payment is made, and any dividends or other distributions
may be withheld, or any part or all of 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 or
other distributions or the proceeds of any such sale may be
applied to any payment of such tax or other governmental charge,
the holder of such Receipt remaining liable for any deficiency.

SECTION 3.03. Warranties as to Stock. In the case of the
-----------------------
initial deposit of the Stock, the Company and, in the case of
subsequent deposits thereof, each person so depositing Stock
under this Deposit Agreement shall be deemed thereby to
represent and warrant that such Stock and each certificate
therefor are valid, that the person making such deposit,
or the person on whose behalf such deposit is made, has good and
marketable title to such Stock, free and clear of any liens,
claims or encumbrances, and that the person making such deposit
is duly authorized so to do. The Company hereby further represents
and warrants that the Stock, when issued, will be validly
issued, fully paid and nonassessable. Such representations and
warranties shall survive the deposit of the Stock and the issuance
of Receipts.

ARTICLE IV

THE DEPOSITED SECURITIES; NOTICES

SECTION 4.01. Cash Distributions. Whenever the Depositary
--------------------
shall receive any cash dividend or other cash distribution on
Stock, the Depositary shall, subject to Section 3.02, promptly
distribute to record holders of Receipts on the record date fixed
pursuant to Section 4.04 such amounts of such sum as are, as
nearly as practicable, in proportion to the respective numbers of
Depositary Shares evidenced by the Receipts held by such holders;
provided, however, that in case the Company or the Depositary
------------------
shall be required to withhold and does withhold from any cash
dividend or other cash distribution in respect of the Stock an
amount on account of taxes, the amount made available for
distribution or distributed in respect of Depositary Shares shall
be reduced accordingly. The Depositary shall distribute or make
available for distribution, as the case may be, only such amount,
however, as can be distributed without attributing to any owner
of Depositary Shares a fraction of one cent and any balance not
so distributable shall be held by the Depositary (without
liability for interest thereon) and shall be added to and be
treated as part of the next sum received by the Depositary for
distribution to record holders of Receipts then outstanding.

SECTION 4.02. Distributions Other Than Cash. Whenever the
------------------------------
Depositary shall receive any distribution other than cash upon
Stock, the Depositary shall, subject to Section 3.02, promptly
distribute to record holders of Receipts on the record date fixed
pursuant to Section 4.04 such amounts of the securities or
property received by it as are, as nearly as practicable, in
proportion to the respective numbers of Depositary Shares
evidenced by the Receipts held by such holders, in any manner
that the Depositary 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, after consultation
with the Company, such distribution not to be feasible, the
Depositary may, with the approval of the Company, adopt such
method as it deems equitable and practicable for the purpose of
effecting such distribution, including the sale (at public or
private sale) of the securities or property thus received,
or any part thereof, at such place or places and upon such
terms as it may deem proper. The net proceeds of any such sale
shall, subject to Section 3.02, be distributed or made available
for distribution, as the case may be, by the Depositary to
record holders of Receipts as provided by Section 4.01 in the
case of a distribution received in cash.

SECTION 4.03. Subscription Rights, Preferences or
----------------------------------------
Privileges. If the Company shall at any time offer or cause to
-----------
be offered to the persons in whose names Stock is 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 on
the record date fixed pursuant to Section 4.04 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 (a) 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, preferences or
privileges available to holders of Receipts by the issue of
warrants or otherwise, or (b) if and to the extent so instructed
by holders of Receipts who do not desire to exercise such rights,
preferences or privileges, then the Depositary, in its discretion
(with the 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 and 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 Section 3.02, be distributed by the Depositary
to the record holders of Receipts entitled thereto as provided by
Section 4.01 in the case of a distribution received in cash.

If registration under the Securities Act of 1933 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 agrees with the Depositary that it
will file promptly a registration statement pursuant to such Act
with respect to such rights, preferences or privileges and
securities and use its best efforts and take all steps available
to it to cause such registration statement to become effective
sufficiently in advance of the expiration of such rights,
preferences or privileges to enable such holders to exercise such
rights, preferences or privileges. In no event shall the
Depositary make available to the holders of Receipts any right,
preference or privilege to subscribe for or to purchase any
securities unless and until such a registration statement
shall have become effective, or unless the
offering and sale of such securities to such holders are exempt
from registration under the provisions of such Act.

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 agrees with the Depositary that the Company will use its
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 4.04. Notice of Dividends; Fixing of 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 (a) any meeting at which
holders of Stock are entitled to vote or of which holders of
Stock are entitled to notice or (b) any election on the part of
the Company to redeem any shares of Stock, the record date shall
be the same date as the record date fixed by the Company with
respect to the Stock for the determination of the holders of
Receipts 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 whose Depositary Shares
are to be redeemed.

SECTION 4.05. Voting Rights. Upon receipt of notice of any
--------------
meeting at which the holders of Stock are entitled to vote, the
Depositary shall, as soon as practicable thereafter, mail to the
record holders of Receipts a notice (which shall be provided by
the Company) which shall contain (a) such information as is
contained in such notice of meeting, and (b) a statement that the
holders of Receipts at the close of business on a specified
record date determined pursuant to Section 4.04 will be entitled,
subject to any applicable provisions of law and of the Company's
Certificate of Incorporation or the Authorizing Resolution, to
instruct the Depositary as to the exercise of the voting rights
pertaining to the amount of Stock represented by their respective
Receipts, and a brief statement as to the manner in which such
instructions may be given, including an express indication that
instructions may be given to the Depositary to give a
discretionary proxy to a person designated by the Company. Upon
the written request of a holder of a Receipt on such record date,
the Depositary shall endeavor insofar as practicable to vote or
cause to be voted the amount of Stock represented by the
Depositary Shares evidenced by such Receipt in accordance with
the instructions set forth in such request. The Company hereby
agrees to take all 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.
The Depositary shall not vote to the extent of the Stock
represented by the Depositary Shares evidenced by any Receipts
except in accordance with written instructions from a holder
entitled hereunder to give such instructions.

SECTION 4.06. Changes Affecting Deposited Securities and
--------------------------------------------
Reclassifications, Recapitalizations, etc. Upon any change in
-------------------------------------------
par or stated value, split-up, consolidation or any other
reclassification of Stock, or upon any recapitalization,
reorganization, merger, amalgamation or consolidation or sale of
all or substantially all of the Company's assets 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, 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 under this Deposit Agreement, and Receipts then
outstanding shall thenceforth represent the 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 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 or stated value, split-up, consolidation or other
reclassification of the Stock or any such recapitalization,
reorganization, merger, amalgamation or consolidation or sale of
substantially all of the assets of the Company to surrender such
Receipts 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 might have been converted or for which such
Stock might have been exchanged or surrendered immediately prior
to the effective date of such transaction. The Company shall
cause effective provision to be made by the resulting or
surviving corporation (if other than the Company) for protection
of the conversion rights of holders of Stock or such rights as
may be applicable upon exchange of such Stock for securities,
cash or other property of the surviving corporation in connection
with the transactions set forth above. The Company shall cause
any such surviving corporation (if other than the Company)
expressly to assume the obligations of the Company hereunder.

SECTION 4.07. Reports. The Depositary shall make available
--------
for inspection by holders of Receipts at the Depositary's Office,
and at such other places as it may from time to time
deem advisable, any reports and communications received from
the Company which are both (a) received by the
Depositary as the holder of Stock and (b) made generally
available to the holders of Stock by the Company.

SECTION 4.08. Lists of Receipt Holders. Promptly upon
---------------------------
request from time to time by the Company, the Depositary shall
furnish to it a list, as of a recent date, of the names,
addresses and holdings of Depositary Shares by all persons in
whose names Receipts are registered on the books of the
Depositary.
ARTICLE V

THE DEPOSITARY AND THE COMPANY

SECTION 5.01. Maintenance of Offices, Agencies, Transfer
--------------------------------------------
Books by the Depositary; Registrar. Until termination of this
------------------------------------
Deposit Agreement in accordance with its terms, the Depositary
shall maintain in [______________________________], an office or
agency for the execution and delivery, transfer, surrender and
exchange, split-up, combination and redemption of Receipts and
deposit and withdrawal of Stock and for any other purposes for
which such an office or agency is required under the rules of any
national securities exchange on which the Depositary Shares are
listed.

The Depositary shall maintain, or cause one of the
Depositary's Agents to maintain, appropriate records which shall
reflect registrations, registrations of transfers, exchanges,
split-ups and combinations of Receipts. The Depositary shall
make available at its said office or agency in
[______________________________] for inspection by any holder of
a Receipt in the same manner and for the same purposes that
holders of Stock are entitled to inspect the list of holders of
Stock of the Company, a list of holders of record of 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.

If the Receipts or the Depositary Shares evidenced thereby
or the Stock represented by such Depositary Shares shall be
listed on the New York Stock Exchange, the Depositary may, with
the approval of the Company, appoint a Registrar for registry 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 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 or such Depositary Shares or such Stock are
listed on one or more other stock exchanges, the Depositary will,
at the request of the Company, arrange such facilities for the
delivery, transfer, surrender and exchange of such Receipts, such
Depositary Shares or such Stock as may be required by law or
applicable stock exchange regulations.

SECTION 5.02. Prevention or Delay in Performance by the
--------------------------------------------
Depositary, the Depositary's Agents or the Company. Neither the
----------------------------------------------------
Depositary nor any Depositary's Agents 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 or the
Depositary's Agent, by reason of any provision, present or
future, of the Company's Certificate of Incorporation or the
Authorizing Resolution or by reason of any act of God or war or
other circumstance beyond the control of the relevant party, the
Depositary, any Depositary's Agent or the Company shall be
prevented or forbidden from 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 or
the Company incur any liability to any holder of any Receipt by
reason of any non-performance or delay, caused as aforesaid, in
the performance of any act or thing which the terms of this
Deposit Agreement provide shall or may be done or performed, or
by reason of any exercise of, or failure to exercise, any
discretion provided for in this Deposit Agreement.

SECTION 5.03. Obligations of the Depositary, the
----------------------------------------
Depositary's Agents and the Company. The Depositary, any
----------------------------------------
Depositary's Agent and the Company each assumes no obligation and
shall be subject to no liability under this Deposit Agreement or
any Receipt, other than to perform such duties as are
specifically set forth for it to perform and undertaken by it to
perform in this Deposit Agreement.

Neither the Depositary nor any Depositary's Agent nor the
Company shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of Stock,
Depositary Shares or 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.

The Depositary undertakes the duties and obligations imposed
by this Agreement upon the following terms and conditions, by all
of which the Company and the holders of Depositary Shares, by
their acceptance thereof, shall be bound:
(a) the Depositary may consult with counsel (who may
be counsel for the Company) and the opinion of such counsel
shall be full and complete authorization and protection to
the Depositary as to any action taken, suffered or omitted
by it in good faith and in accordance with such opinion;
provided, however, that the Depositary shall have exercised
reasonable care in the selection of such counsel;

(b) whenever in the performance of its duties under
this Agreement the Depositary shall deem it necessary or
desirable that any fact or matter be proved or
established by the Company prior to taking or suffering
any action hereunder, such fact or matter (unless other
evidence in respect thereof be herein specifically prescribed)
may be deemed to be conclusively proved and established by
a certificate signed by the Chairman of the Board or a
President or a Vice President or the Secretary of the
Company and delivered to the Depositary; and such
certification shall be full authorization to the Depositary
for any action taken or suffered in good faith by it under
the provisions of this Agreement in reliance upon such
certificate;

(c) the Depositary shall be liable hereunder only for
its own negligence, bad faith or wilful misconduct;

(d) the Depositary shall not be liable for or by
reason of any of the statements of fact or recitals
contained in this Agreement or in the Depositary Shares or
be required to verify the same, but all such statements and
recitals are and shall be deemed to have been made by the
Company only;

(e) the Depositary shall not be under any
responsibility in respect of the validity of this Agreement
or the execution and delivery hereof (except the due
execution hereof by the Depositary); nor shall it be
responsible for any breach by the Company of any covenant or
condition contained in this Agreement or in any Depositary
Share; nor shall it by any act hereunder be deemed to make
any representation or warranty as to the authorization or
reservation of any shares of Common Stock to be issued
pursuant to this Agreement or any Depositary Shares or as to
whether any shares of Common Stock will, when issued, be
validly issued, fully paid and non-assessable;

(f) the Depositary is hereby authorized and directed
to accept instructions with respect to the performance of
its duties hereunder from the Chairman of the Board or a
President or a Vice President or the Secretary of the
Company, and to apply to such officers for advice or
instructions in connection with its duties, and it shall not
be liable for any action taken, suffered or omitted by it in
good faith in accordance with instructions of any such
officer;
(g) the Depositary may execute and exercise any of the
rights or powers hereby vested in it or perform any duty
hereunder either itself or by or through its attorneys or
agents, and the Depositary shall not be answerable or
accountable for any act, default, neglect or misconduct of
any such attorneys or agents or for any loss to the Company
resulting from such neglect or misconduct; provided,
---------
however, that reasonable care shall have been exercised
--------
in the selection and continued employment of such
attorneys and agents; and

(h) the Depositary will not incur any liability or
responsibility to the Company or to any holder of any
Depositary Share for any action taken, or any failure to
take action, in reliance on any notice, resolution, waiver,
consent, order, certificate, or other paper, document or
instrument reasonably believed by the Depositary to be
genuine and to have been signed, sent or presented by the
proper party or parties.

The Depositary will indemnify the Company against, and hold
it harmless from, any liability which may arise out of acts
performed or omitted by the Depositary due to its own negligence,
bad faith or wilful misconduct.

The Depositary and the Depositary's Agents may own and deal
in any class of securities of the Company and its affiliates and
in Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its
affiliates, may loan money to the Company and its affiliates and
may engage in any other business with or for the Company and its
affiliates.

SECTION 5.04. Resignation and Removal of the Depositary;
--------------------------------------------
Appointment of Successor Depositary. The Depositary may at any
-------------------------------------
time resign as Depositary hereunder by notice of its election so
to do delivered 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
appointed and accepted appointment within 60 days after the
delivery of the notice of resignation or removal, as the case may
be, the Depositary or any holder of any Receipt (on behalf of
himself and all other holders of Receipts) may petition any court
of competent jurisdiction for the appointment of a successor
depositary, and such court may thereupon, after such notice
(if any) as it may deem proper, appoint such 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 money or property
held hereunder to such successor, and shall deliver to such
successor a list of the record holders of all outstanding Receipts.
Thereupon, the predecessor Depositary shall be relieved of all
obligations and duties under this Deposit Agreement and the
Receipts and shall incur no liability in respect of action taken
or omitted to be taken on any date subsequent to the date of
such instrument. 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.

SECTION 5.05. Corporate Notices and Reports. The Company
-------------------------------
agrees that it will deliver to the Depositary, and the Depositary
will, promptly after receipt thereof, transmit to the record
holders of Receipts, in each case at the address recorded in the
Depositary's books, copies of all notices and reports (including,
without limitation, financial statements) required by law, by the
rules of any national securities exchange upon which the Stock,
the Depositary Shares or the Receipts are listed or by the
Company's Certificate of Incorporation and the Authorizing
Resolution to be furnished by the Company to holders of Stock.
Such transmission will be at the Company's expense and the
Company will provide the Depositary with such number of copies of
such documents as the Depositary may reasonably request. In
addition, the Depositary will transmit to the holders of Receipts
(at the Company's expense) such other documents as may be
requested by the Company.

SECTION 5.06. Deposit of Stock by the Company. The Company
--------------------------------
agrees with the Depositary that neither the Company nor any
company controlled by the Company will at any time deposit any
Stock, if such Stock is required to be registered under the
provisions of the Securities Act of 1933 and no registration
statement is at such time in effect as to such Stock.

SECTION 5.07. Indemnification by the Company. The Company
--------------------------------
agrees to indemnify the Depositary against, and hold it harmless
from, (i) any liability which may arise out of acts performed or
omitted in connection with this Deposit Agreement or the
Receipts, as the same may be amended, modified or
supplemented from time to time, (a) by the Depositary, except to
the extent such liability results from its own negligence, bad
faith or willful misconduct, or (b) by the Company or any of its
agents, or (ii) any liability or expense which may arise out
of or in connection with the registration of Stock or the offer or
sale to the public of the Stock or the offer or sale of the
Receipts except to the extent that such liability or expense arises
out of information furnished by the Depositary, Registrar or any
of their respective agents (including any Depositary's Agent).

SECTION 5.08. Charges and Expenses. No charges and
-----------------------
expenses of the Depositary or any Depositary's Agent hereunder,
or those of any Registrar, shall be payable by any person other
than the Company except for any taxes and other governmental
charges, any fees and expenses of the Depositary as set forth in
Section 2.08 and as set forth in the next succeeding sentence.
If, at the election of a holder of Stock or Receipts, any
delivery or communication from the Depositary to such holder is
by telegram or telex or if the Depositary incurs charges or
expenses for which it is not otherwise liable hereunder at the
election of such holder, such holder will be liable for such
charges and expenses. All other charges and expenses of the
Depositary and any Depositary's Agent hereunder and of any
Registrar (including, in each case, 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 once every
month.

ARTICLE VI

AMENDMENT AND TERMINATION

SECTION 6.01. 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. Upon the execution of any such agreement to so amend
this Deposit Agreement, except as hereinafter provided, such
amendment shall become effective and shall form a part of this
Deposit Agreement for all purposes. Any amendment, however,
which shall impose or increase any fees, taxes or charges (other
than fees and charges provided for herein) upon the holders of
the Receipts, or which shall otherwise prejudice any substantial
existing right of holders of Receipts, shall not become effective
as to outstanding Receipts until the expiration of 90 days after
notice of such amendment shall have been mailed to the record
holders of outstanding Receipts. Every holder of an outstanding
Receipt, at the time any such amendment so becomes
effective, shall be deemed, by continuing to hold
such Receipt, to consent and agree
to such amendment and to be bound by the Deposit
Agreement as amended thereby. In no event shall any amendment
impair the right, subject to the provisions of Section 2.06 and
Article III hereof or of Paragraphs 9 and 10 of any Receipt, of
any owner of any Depositary Shares to surrender the Receipt
evidencing such Depositary Shares with instructions to the
Depositary to deliver to the holder the Stock and all money and
other property, if any, represented thereby, except in order to
comply with mandatory provisions of applicable law.

SECTION 6.02. Termination. Whenever so directed by the
------------
Company, the Depositary will terminate this Deposit Agreement by
mailing notice of such termination to the record holders of all
Receipts then outstanding at least 60 days prior to the date
fixed in such notice for such termination. The Depositary may
likewise terminate this Deposit Agreement if at any time 60 days
shall have expired after the Depositary shall have delivered to
the Company a written notice of its election to resign and a
successor depositary shall not have been appointed and accepted
its appointment as provided in Section 5.04. Upon the
termination of this Deposit Agreement pursuant to this paragraph,
the holders of Receipts shall have the immediate right to
surrender Receipts and receive therefor the Stock or other
property to which such holders are entitled.

If any Receipts shall remain outstanding after the date of
termination of the Deposit Agreement, the Depositary thereafter
shall discontinue the transfer of Receipts, shall suspend the
distribution of dividends to the holders thereof, and shall not
give any further notices (other than notice of such termination)
or perform any further acts under this Deposit Agreement, except
that the Depositary shall continue to collect dividends and other
distributions pertaining to the Stock or if applicable principal
of and interest on and other distributions pertaining to the
Debentures, shall sell rights, preferences or privileges as
provided in this Deposit Agreement and shall continue to deliver
the Stock and any money and other property represented by
Receipts, including, if applicable, the Debentures and other
property deliverable upon surrender thereof by the holders
thereof. At any time after the expiration of two years from the
date of termination, the Depositary may sell the Stock or, if
applicable, the Debentures, then held hereunder at public or
private sale, at such place or places and upon such terms as it
deems proper and may thereafter hold the net proceeds of any such
sale, together with any money and other property then held by it
hereunder, without liability for interest, for the benefit, pro
rata in accordance with their holdings, of the holders of
Receipts which have not theretofore been surrendered. After
making such sale, the Depositary shall be discharged from all
obligations under this Deposit Agreement, except to account for
such net proceeds and money and other property. Upon the
termination of this Deposit Agreement, the Company
shall be discharged from all obligations under this
Deposit Agreement except for its obligations to the
Depositary, any Depositary's Agent and any Registrar under
Sections 5.07 and 5.08.

ARTICLE VII

MISCELLANEOUS

SECTION 7.01. Counterparts. This Deposit Agreement may be
-------------
executed 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. Copies of this Deposit
Agreement shall be filed with the Depositary and the Depositary's
Agents and shall be open to inspection during business hours at
the Depositary's Office and the respective offices of the
Depositary's Agents, if any, by any holder of a Receipt.

SECTION 7.02. 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 7.03. Invalidity of Provisions. In case any one or
-------------------------
more of the provisions contained in this Deposit Agreement or in
the Receipts should be or become invalid, illegal or
unenforceable in any respect, the validity, legality and
enforceability of the remaining provisions contained herein or
therein shall in no way be affected, prejudiced or disturbed
thereby.

SECTION 7.04. Notices. Any and all notices to be given to
--------
the Company hereunder or under the Depositary Receipts shall be
in writing and shall be deemed to have been duly given if
personally delivered or sent by mail or telegram or telex
confirmed by letter, addressed to the Company at One AMD Place,
Sunnyvale, California 94088-3453, Attention: Treasurer, or at any
other place to which the Company may have transferred its
principal executive office.
Any and all notices to be given to the Depositary hereunder
or under the Depositary 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 telex confirmed by letter, addressed to
the Depositary at the Depositary's Office.

Any and all notices to be given to any record holder of a
Receipt hereunder or under the Depositary 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 telex 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 telex
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 telex message) is deposited, postage prepaid, in
a post office letter box. The Depositary or the Company may,
however, act upon any telegram or telex message received by it
from the other or from any holder of a Receipt, notwithstanding
that such telegram or telex message shall not subsequently be
confirmed by letter or as aforesaid.

SECTION 7.05. Depositary's Agents. 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 in advance of any such action
and shall not take any such action of which the Company shall
disapprove.

SECTION 7.06. Holders of Receipts Are Parties. The holders
--------------------------------
of Receipts from time to time shall be deemed to be parties to
this Deposit Agreement and shall be bound by all of the terms and
conditions hereof and of the Receipts by acceptance of delivery
thereof.

SECTION 7.07. Governing Law. The Deposit Agreement and the
--------------
Receipts and all rights hereunder and thereunder and provisions
hereof and thereof shall be governed by, and construed in
accordance with, the laws of the State of [____________________].


SECTION 7.08. Headings. The headings of articles and
---------
sections in this Deposit Agreement and in the form of the Receipt
set forth in Exhibit A hereto have been inserted for convenience
only and are not to be regarded as part of this Deposit Agreement
or to have any bearing upon the meaning or interpretation of any
provision contained herein or in the Receipts.
22
IN WITNESS WHEREOF, ADVANCED MICRO DEVICES, INC. and
___________________________________________ have duly executed
this Agreement and affixed their respective seals hereto
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.

[Seal] ADVANCED MICRO DEVICES, INC.

Attest:


____________________ By: __________________________________________
Assistant Secretary Marvin D. Burkett
Senior Vice President
Chief Administrative Officer and Secretary
Chief Financial Officer and Treasurer


[Seal] _____________________________


Attest:


___________________________ By: _________________________


EXHIBIT A
---------
DEPOSITARY RECEIPT
FOR
DEPOSITARY
SHARES
EACH REPRESENTING ONE-_____ (1/__) SHARE OF
PREFERRED STOCK, SERIES ___
($.10 par value per share)

OF

ADVANCED MICRO DEVICES, INC.
(Incorporated under the Laws of the State of Delaware)

No. ___________ Depositary Shares (each representing
one-_____ (1/__) share of Preferred Stock,
Series __ ($.10 par value per share)

1. _________________________________________________________
_________________________________________________________________
_____________________________________________________________, as
Depositary (the "Depositary"), hereby certifies that ___________
___________________ is the registered owner of _________________
___________________ Depositary Shares ("Depositary Shares"), each
Depositary Share representing one-_____ (1/__) (as such fraction
may from time to time be adjusted in the event of certain
amendments to the Certificate of Incorporation) of one share of
the Preferred Stock, Series __ ($.10 par value per share) (the
"Stock"), of ADVANCED MICRO DEVICES, INC., a corporation duly
organized and existing under the laws of the State of Delaware
(the "Company") deposited with, and held by, the Depositary. The
rights, preferences and limitations of the Stock are set forth in
the resolution adopted by the Company's Board of Directors (the
"Authorizing Resolution"), copies of which are on file at the
Depositary's Office at ___________________ ________
____________________.

2. The Deposit Agreement. Depositary Receipts (the
------------------------
"Receipts"), of which this Receipt is one, are made available
upon the terms and conditions set forth in the Deposit Agreement,
dated as of _____ __ 19__ (the "Deposit Agreement"), among the
Company, the Depositary and all holders from time to time of
Receipts. The Deposit Agreement (copies of which are on file at
the Depositary's Office) sets forth the rights of holders of
Receipts and the rights and duties of the Depositary in respect
of the Stock deposited and any and all other property and cash
from time to time held thereunder. The statements made on the
face and the reverse of this Receipt are summaries of certain
provisions of the Deposit Agreement and are subject to the
detailed provisions thereof, to which reference is hereby made.
Unless otherwise expressly herein provided, all defined terms
shall have the meanings ascribed thereto in the Deposit
Agreement.
3. Redemption at the Company's Option. Whenever the
--------------------------------------
Company shall elect to redeem shares of Stock pursuant to the
Authorizing Resolution, it shall give the Depositary not less
than 45 nor more than 90 days' notice of the date fixed by the
Company for such redemption, the number of shares of Stock held
by the Depositary to be redeemed and the redemption price for the
Stock to be so redeemed (which shall include full cumulative
dividends thereon to the redemption date). The Depositary shall
mail notice of such redemption and the simultaneous redemption of
a corresponding number of Depositary Shares from the proceeds of
such redemption of Stock not less than 30 and not more than 60
days prior to the date fixed for redemption of such Stock and
Depositary Shares to the holders of record on the record date for
such redemption (determined as provided in Paragraph 17 below) of
the Depositary Shares to be so redeemed. In case less than all
the outstanding Depositary Shares are to be so redeemed, the
Depositary Shares to be so redeemed shall be selected by lot or
pro rata (as nearly as may be) or in any other equitable manner
selected by the Depositary. At the close of business on the
redemption date, if the Company shall have redeemed the shares of
underlying Stock, the Depositary Shares being redeemed from
proceeds equal in amount to the redemption price of the shares of
Stock as called for redemption shall be deemed to be no longer
outstanding, all rights of 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 upon surrender in accordance with said notice of
the Receipts evidencing such Depositary Shares (properly endorsed
or assigned for transfer, if the Depositary shall so require),
such Depositary Shares shall be redeemed by the Depositary at the
redemption price therefor specified in said notice, plus all
money and other property, if any, represented by such Depositary
Shares, including all amounts paid by the Company in respect of
dividends which to the redemption date have accrued on the shares
to be so redeemed and have not theretofore been paid. If less
than all of the Depositary Shares evidenced by this Receipt are
called for redemption, the Depositary will deliver to the record
holder of this Receipt, without service charge, upon its
surrender to the Depositary (with, if the Depositary so requires,
due endorsement by or a written instrument of transfer in form
satisfactory to the Depositary, duly executed by the holder
thereof or his attorney duly authorized in writing), together
with the redemption payment, a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called
for redemption.

4. Surrender of Receipts and Withdrawal of Stock. Upon
------------------------------------------------
surrender of this Receipt to the Depositary at the Depositary's
Office, or at such other offices as it may designate, and subject
to the provisions of the Deposit Agreement (unless the Depositary
Shares evidenced hereby have been theretofore called for
redemption), the holder hereof is entitled to withdraw, and to
obtain delivery, to or upon the order of such holder, of the
Stock and all money and other property, if any, at the
time represented thereby; provided, however, that in the event
------------------
this Receipt 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, in addition to such number of whole shares of
Stock and the money and other property, if any, to be so
withdrawn, deliver, to or upon the order of such holder, a new
Receipt evidencing such excess number of Depositary Shares.

5. Transfers, Split-ups, Combinations. This Receipt is
------------------------------------
transferable on the books of the Depositary upon surrender of
this Receipt to the Depositary, properly endorsed or accompanied
by a properly executed instrument of transfer, and upon such
transfer the Depositary shall sign and deliver a Receipt to or
upon the order of the person entitled thereto, as provided in the
Deposit Agreement. This Receipt may be split into other Receipts
or combined with other Receipts into one Receipt, evidencing the
same aggregate number of Depositary Shares and evidenced by the
Receipt or Receipts surrendered.

6. Conditions to Signing and Delivery, Transfer, etc., of
-------------------------------------------------------
Receipts. Prior to the execution and delivery, transfer, split-
---------
up, combination, surrender, withdrawal or exchange of this
Receipt, the Depositary, or 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 tax
or other governmental charge with respect thereto (including any
such tax or charge with respect to Stock being deposited or
withdrawn, converted or exchanged), may require proof
satisfactory to it as to the identity and genuineness of any
signature and may also require compliance with such regulations,
if any, as it may establish pursuant to the Deposit Agreement.
Any person presenting Stock for deposit, or any holder of this
Receipt, may be required to file such information, and to execute
such certificates, as the Depositary or the Company may
reasonably deem necessary or proper.

7. Suspension of Delivery, Transfer, etc. The deposit of
---------------------------------------
Stock, the delivery of this Receipt against Stock, the transfer,
surrender or exchange of this Receipt may be refused or suspended
(a) during any period when the register of stockholders of the
Company is closed, or (b) if any such action is deemed necessary
or advisable by the Depositary, any of the Depositary's Agents or
the Company at any time or from time to time because of any
requirement of law or of any government or governmental body or
commission, or under any provision of the Deposit Agreement or,
with the approval of the Company, for any other reason.

8. Payment of Taxes or Other Governmental Charges. If any
-----------------------------------------------
tax or other governmental charge shall become payable by or on
behalf of the Depositary with respect to this Receipt or with
respect to the Depositary Shares evidenced hereby or with respect
to the Stock (or any fractional interest therein) represented by
such Depositary Shares, such tax (including transfer taxes, if
any) or governmental charge shall be payable by the holder
hereof. Transfer of this Receipt or any withdrawal of the Stock
and all money and other property, if any, represented by the
Depositary Shares evidenced by this Receipt may be refused until
such payment is made, and any dividends or other distributions
may be withheld, or any part or all of the Stock or other
property represented by the Depositary Shares evidenced by this
Receipt and not theretofore sold may be sold for the account of
the holder hereof, and such dividends or other distributions or
the proceeds of any such sale may be applied to any payment of
such tax or other governmental charge, the holder of this Receipt
remaining liable for any deficiency.

9. Warranties by Depositor. In the case of the initial
------------------------
deposit of Stock, the Company and, in the case of subsequent
deposits thereof, each person so depositing Stock under the
Deposit Agreement shall be deemed thereby to represent and
warrant that such Stock and each certificate therefor are valid,
that the person making such deposit, or the person on whose
behalf such deposit is made, has good and marketable title to
such Stock, free and clear of any liens, claims or encumbrances,
and that the person making such deposit is duly authorized so to
do.

10. Amendment. The form of the Receipts and any provisions
----------
of the Deposit Agreement may at any time and from time to time be
amended by agreement between the Company and the Depositary in
any respect which they may deem necessary or desirable. Any
amendment, however, which imposes or increases any fees, taxes or
charges (other than fees, taxes and charges provided for in the
Deposit Agreement) upon the holders of the Receipts, or which
shall otherwise prejudice any substantial existing right of
holders of Receipts, shall not become effective as to outstanding
Receipts until the expiration of 90 days after notice of such
amendment shall have been given to the record holders of
outstanding Receipts. The holder of this Receipt at the time any
such amendment so becomes effective shall be deemed, by
continuing to hold this Receipt, to consent and agree to such
amendment and to be bound by the Deposit Agreement as amended
thereby. In no event shall any amendment impair the right,
subject to the provisions of Paragraphs 7 and 8 hereof and of
Section 2.06 and Article III of the Deposit Agreement, of the
owner of the Depositary Shares evidenced by this Receipt to
surrender this Receipt with instructions to the Depositary to
convert such shares into Common Stock or to deliver to the holder
the Stock and all money and other property, if any, represented
thereby, except in order to comply with mandatory provisions of
applicable law.

11. Charges of Depositary. No charges and expenses of the
----------------------
Depositary or any Depositary's Agent under the Deposit Agreement,
or those of any Registrar, shall be payable by any person other
than the Company, except for any taxes and other governmental
charges, any fees and expenses of the Depositary as set forth in
Section 2.08 and as set forth in the next succeeding sentence.
If, at the election of a holder of Stock or Receipts, any
delivery or communication from the Depositary to such holder is
by telegram or telex or if the Depositary incurs charges or
expenses for which it is not otherwise liable hereunder at the
election of such holder, such holder will be liable for such
charges and expenses. All other charges and expenses of the
Depositary and any Depositary's Agent hereunder and of any
Registrar (including, in each case, 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.

12. Title to Receipts. It is a condition of this Receipt,
-------------------
and every successive holder thereof by accepting or holding the
same consents and agrees, that title to this Receipt (and to the
Depositary Shares evidenced hereby), when properly endorsed or
accompanied by a properly executed instrument of transfer, is
transferable by delivery with the same effect as in the case of a
negotiable instrument; provided, however, that until this Receipt
------------------
shall be transferred on the books of the Depositary as provided
in Section 2.04 of the Deposit Agreement, the Depositary, each
Depositary's Agent and the Company may, notwithstanding any
notice to the contrary, treat the record holder hereof at such
time as the absolute owner hereof for the purpose of determining
the person entitled to distribution of dividends or other
distributions or to any notice provided for in the Deposit
Agreement and for all other purposes.

13. Dividends and Distributions. Whenever the Depositary
-----------------------------
receives any cash dividend or other cash distribution on the
Stock, the Depositary will, subject to the provisions of the
Deposit Agreement, promptly make such distribution to the holders
of Receipts as nearly as practicable in proportion to the
respective numbers of Depositary Shares evidenced by the Receipts
held by such holders; provided, however, that the amount
-------------------
distributed will be reduced by any amounts required to be
withheld by the Company or the Depositary on account of taxes.
Other distributions received on the Stock may be distributed to
such holders of Receipts as provided in the Deposit Agreement.
14. Subscription Rights, Preferences or Privileges. If the
-----------------------------------------------
Company shall at any time offer to the record holders of the
Stock any rights, preferences or privileges to subscribe for or
to purchase any securities or any rights, preferences or
privileges of any other nature, such rights, preferences or
privileges shall in each such instance, subject to the
provisions of the Deposit Agreement, be made available
by the Depositary to the record holders of
Receipts on the record date fixed as determined in
Paragraph 15 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 (a) 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, preferences or privileges available to
holders of Receipts by the issue of warrants or otherwise, or (b)
if and to the extent so instructed by holders of Receipts who do
not desire to exercise such rights, preferences or privileges,
the Depositary, in its discretion (with the 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 the provisions of
Paragraph 8 hereof, be distributed by the Depositary to the
record holders of Receipts entitled hereto as in the case of a
distribution received in cash.

If any other action (including the registration under the
Securities Act of 1933 of the securities to which any rights,
preferences or privileges relate) 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 best efforts and take all
steps available to it to obtain such registration, authorization,
consent or permit sufficiently in advance of the expiration of
such rights, preferences or privileges to enable holders of
Receipts 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 or until the relevant
registration statement shall have become effective, or unless the
offering and sale of such securities to such holders are exempt
from registration under the provisions of such Act.
15. Fixing of Record Date. 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 the
Stock, or whenever the Depositary shall receive notice of (a) any
meeting at which holders of Stock are entitled to vote or of
which holders of Stock are entitled to notice or (b) any election
on the part of the Company to redeem any shares of Stock, the
Depositary shall in each such instance fix a record date (which
shall be the same date as the record date fixed by the
Company with respect to the Stock) for the determination of
the holders of Receipts 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 such meeting, or who shall be entitled to notice
of such meeting, or whose Depositary Shares are to be redeemed.

16. 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, mail to the record
holders of Receipts a notice which shall contain (a) such
information as is contained in such notice of meeting, and (b) a
statement that the holders of Receipts at the close of business
on a specified record date determined as provided in Paragraph 15
will be entitled, subject to any applicable provisions of law and
of the Company's Certificate of Incorporation or the Authorizing
Resolution, to instruct the Depositary as to the exercise of the
voting rights pertaining to the amount of Stock represented by
the Depositary Shares evidenced by their respective Receipts, and
a brief statement as to the manner in which such instructions may
be given. Upon the written request of a holder of a Receipt on
such record date, the Depositary shall endeavor insofar as
practicable to vote or cause to be voted the amount of Stock
represented by the Depositary Shares evidenced by such Receipt in
accordance with the instructions set forth in such request. In
the absence of specific instructions from the holder of a
Receipt, the Depositary will abstain from voting to the extent of
the Stock represented by the Depositary Shares evidenced by such
Receipt.

17. Changes Affecting Deposited Securities. Upon any
------------------------------------------
change in par or stated value, split-up, consolidation or any
other reclassification of the Stock, or upon any
recapitalization, reorganization, merger, amalgamation or
consolidation or sale of all or substantially all of the
Company's assets 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, treat any
securities which shall be received by the Depositary in exchange
for or in respect of the Stock as new deposited securities under
the Deposit Agreement, and Receipts then outstanding shall
thenceforth represent the new deposited securities so received in
exchange for 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 outstanding Receipts to be exchanged for new
Receipts specifically describing such new deposited securities.

18. Reports; Inspection of Transfer Books. The Depositary
---------------------------------------
shall make available for inspection by holders of Receipts at the
Depositary's Office and at such other places as it may from time
to time deem advisable any reports and communications received
from the Company which are both (a) received by the Depositary as
the holder of Stock and (b) made generally available to the
holders of Stock by the Company. The Depositary shall also send
to record holders of Receipts copies of such notices, reports and
other financial statements to the extent provided in the Deposit
Agreement when furnished by the Company. The Depositary shall
maintain, or cause one of the Depositary's Agents, to maintain
appropriate records which shall reflect registrations,
registrations of transfers, split-ups and combinations of
Receipts. The Depositary shall make available at its office or
agency in [ ] for inspection by any holder of a
Receipt in the same manner and for the same purposes that holders
of Stock are entitled to inspect the list of holders of Stock of
the Company, a list of holders of record of the Receipts.

19. Liability of the Depositary, the Depositary's Agents
-------------------------------------------------------
and the Company. Neither the Depositary, nor any Depositary's
-----------------
Agent 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 of any governmental authority or, in the
case of the Depositary or the Depositary's Agent, by reason of
any provision, present or future, of the Company's Certificate of
Incorporation or the Authorizing Resolution or by reason of any
act of God or war or other circumstance beyond the control of the
relevant party, the Depositary, any Depositary's Agent or the
Company shall be prevented or forbidden from doing or performing
any act or thing which the terms of the Deposit Agreement provide
shall be done or performed; nor shall the Depositary, any
Depositary's Agent or the Company incur any liability to any
holder of a Receipt by reason of any non-performance or delay,
caused as aforesaid, in the performance of any act or thing which
the terms of the Deposit Agreement provide shall or may be done
or performed, or by reason of any exercise of, or failure to
exercise, any discretion provided for in the Deposit Agreement.

20. Obligations of the Depositary, the Depositary's Agents
-------------------------------------------------------
and the Company. The Depositary, any Depositary's Agent and the
-----------------
Company each assumes no obligation and shall be subject to no

liability under the Deposit Agreement or any Receipt, except to
perform such duties as are specifically set forth in and
undertaken by it to perform in the Deposit Agreement.

Neither the Depositary nor any Depositary's Agent nor the
Company shall be under any obligation to appear in, prosecute or
defend any action, suit or other proceeding in respect of Stock,
Depositary Shares or 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
Company will be liable for any action taken, suffered or omitted
by it in reliance upon the advice of or information from legal
counsel, accountants, any person presenting Stock for deposit,
any holder of a Receipt or any other person believed by it in
good faith to be competent to give such advice or information.
The Company will indemnify the Depositary against, and hold it
harmless from, (i) any liability which may arise out of acts
performed or omitted in connection with the Deposit Agreement or
the Receipts, as the same may be amended, modified or
supplemented from time to time (a) by the Depositary, except to
the extent that liability results from its own negligence, bad
faith or wilful misconduct, or (b) by the Company or any of its
agents, or (ii) any liability or expense which may arise out of
or in connection with the registration of Stock or the offer or
sale to the public of the Stock or the offer or sale of the
Receipts except to the extent that such liability or expense
arises out of information furnished by the Depositary, Registrar
or any of their respective agents (including any Depositary's
Agent).

The Depositary will indemnify the Company against, and hold
it harmless from, any liability which may arise out of acts
performed or omitted by the Depositary due to its own negligence,
bad faith or wilful misconduct.

The Depositary and the Depositary's Agents may own and deal
in any class of securities of the Company and its affiliates and
in Receipts. The Depositary may also act as transfer agent or
registrar of any of the securities of the Company and its
affiliates, may loan money to the Company and its affiliates and
may engage in any other business with or for the Company and its
affiliates.

21. Resignation and Removal of Depositary. The Depositary
--------------------------------------
may at any time (a) resign by notice of its election so to do
delivered to the Company, such resignation to take effect upon
the appointment of a successor depositary and its acceptance of
such appointment, or (b) 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, all as provided in the Deposit
Agreement.

22. Termination of Deposit Agreement. Whenever so directed
---------------------------------
by the Company, the Depositary will terminate the Deposit
Agreement by mailing notice of such termination to the record
holders of all Receipts then outstanding at least 60 days prior
to the date fixed in such notice for such termination. The
Depositary may likewise terminate the Deposit Agreement if at any
time 60 days shall have expired after the Depositary shall have
delivered to the Company a notice of its election to resign and a
successor depositary shall not have been appointed and accepted
its appointment. Upon the termination of the Deposit Agreement,
the Company shall be discharged from all obligations thereunder
except for its obligations to the Depositary, any Depositary's
Agent and any Registrar with respect to indemnification, charges
and expenses. Upon the termination of the Deposit Agreement, the
holders of Receipts shall have the immediate right to surrender
their Receipts and receive therefor the Stock or other property
to which such holders are entitled.

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

23. Governing Law. The Deposit Agreement and this Receipt
--------------
and all rights thereunder and hereunder and provisions thereof
and hereof shall be governed by, and construed in accordance
with, the laws of the State of [ ].

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

Dated: ___________________________
Depositary

By ___________________________
Authorized Officer



(Please print name and address of registered holder)


Name ________________________________________________________

Address _____________________________________________________

(Please indicate other delivery instructions, if applicable)

Name ________________________________________________________

Address _____________________________________________________












[FORM OF ASSIGNMENT]

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

Dated:

Signature ___________________________
NOTE: The above signature
should correspond exactly with
the name on the face of this
Receipt.











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