DEPOSIT AGREEMENT

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                                                                    EXHIBIT 4.22

                          ALLIED WASTE INDUSTRIES, INC.
                                     Issuer

                                       and

                                   ----------

                                  AS DEPOSITARY

                                       and

                         HOLDERS OF DEPOSITARY RECEIPTS

                                   ----------

                                DEPOSIT AGREEMENT

                                   ----------

                                   Dated as of

                                [______________]

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                                TABLE OF CONTENTS

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<S>                                                                                       <C>
ARTICLE I    DEFINITIONS                                                                   1

ARTICLE II   FORM OF RECEIPTS, DEPOSIT OF STOCK, EXECUTION AND DELIVERY, TRANSFER,
                SURRENDER AND REDEMPTION AND REPURCHASE OF RECEIPTS                        2
   Section 2.1  Form and Transfer of Receipts                                              2
   Section 2.2  Deposit of Stock; Execution and Delivery of Receipts in Respect Thereof    3
   Section 2.3  Redemption and Repurchase of Stock                                         4
   Section 2.4  Register of Transfer of Receipts                                           5
   Section 2.5  Combination and Split-ups of Receipts                                      5
   Section 2.6  Surrender of Receipts and Withdrawal of Stock                              5
   Section 2.7  Limitations on Execution and Delivery, Transfer, Split-up, Combination
                   and Surrender of Receipts and Withdrawal or Deposit of Stock            6
   Section 2.8  Lost Receipts, etc                                                         6
   Section 2.9  Cancellation and Destruction of Surrendered Receipts                       6
   Section 2.10 Conversion                                                                 6

ARTICLE III  CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY                    7
   Section 3.1  Filing Proofs, Certificates and Other Information                          7
   Section 3.2  Payment of Taxes or Other Governmental Charges                             7
   Section 3.3  Withholding                                                                8
   Section 3.4  Representations and Warranties as to Stock                                 8

ARTICLE IV   THE STOCK, NOTICES                                                            8
   Section 4.1  Cash Distributions                                                         8
   Section 4.2  Distributions Other Than Cash                                              8
   Section 4.3  Subscription Rights, Preferences or Privileges                             9
   Section 4.4  Notice of Dividends, Fixing of Record Date for Holders of Receipts         9
   Section 4.5  Voting Rights                                                              9
   Section 4.6  Changes Affecting Stock and Reclassifications, Recapitalizations, etc     10
   Section 4.7  Reports                                                                   10
   Section 4.8  Lists of Receipt Holders                                                  10

ARTICLE V    THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY       10
   Section 5.1  Maintenance of Offices, Agencies, Transfer Books by the Depositary; the
                   Registrar                                                              10
   Section 5.2  Prevention or Delay in Performance by the Depositary, the Depositary's
                   Agents, the Registrar or the Company                                   11
   Section 5.3  Obligations of the Depositary, the Depositary's Agents, the Registrar
                   and the Company                                                        11
   Section 5.4  Resignation and Removal of the Depositary, Appointment of Successor
                   Depositary                                                             12
   Section 5.5  Corporate Notices and Reports                                             12
   Section 5.6  Deposit of Stock by the Company                                           12
   Section 5.7  Indemnification by the Company                                            13
</TABLE>

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<TABLE>
<S>                                                                                       <C>
   Section 5.8  Fees, Charges and Expenses                                                13

ARTICLE VI   AMENDMENT AND TERMINATION                                                    13
   Section 6.1  Amendment                                                                 13
   Section 6.2  Termination                                                               13

ARTICLE VII  MISCELLANEOUS                                                                13
   Section 7.1  Counterparts                                                              13
   Section 7.2  Exclusive Benefits of Parties                                             14
   Section 7.3  Invalidity of Provisions                                                  14
   Section 7.4  Notices                                                                   14
   Section 7.5  Depositary's Agents                                                       14
   Section 7.6  Holders of Receipts Are Parties                                           14
   Section 7.7  Governing Law                                                             14
   Section 7.8  Headings                                                                  15
</TABLE>

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                                DEPOSIT AGREEMENT

     DEPOSIT AGREEMENT, dated as of [     ] among Allied Waste Industries, Inc.,
a Delaware corporation, [     ], a under the laws of the State of [     ], as
Depositary, and all holders from time to time of Receipts issued hereunder.

WITNESSETH:

     WHEREAS, the Company desires to provide as hereinafter set forth in this
Deposit Agreement, for the deposit of shares of the Stock with the Depositary,
as agent for the holders of the Receipts evidencing Depositary Shares
representing an interest in the Stock so deposited, for the purposes set forth
in this Deposit Agreement and for the issuance hereunder of such Receipts; and

     WHEREAS, the Receipts are to be substantially in the form annexed as
Exhibit A to this Deposit Agreement, with appropriate insertions, modifications
and omissions to reflect the terms of any Certificate of Designation and
otherwise, as hereinafter provided in this Deposit Agreement.

     NOW, THEREFORE, in consideration of the premises contained herein, it is
agreed by and among the parties hereto as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     The following definitions shall apply to the respective terms (in the
singular and plural forms of such terms) used in this Deposit Agreement and the
Receipts:

     "CERTIFICATE OF DESIGNATION" shall mean the Certificate of Designation
establishing and setting forth the rights, preferences, privileges, limitations
and restrictions of the Stock, as filed with the Secretary of State of the State
of Delaware.

     "CERTIFICATE OF INCORPORATION" shall mean the Amended and Restated
Certificate of Incorporation, as amended or as amended and restated from time to
time, of the Company.

     "COMPANY" shall mean Allied Waste Industries, Inc., a Delaware corporation,
and its successors.

     "CORPORATE OFFICE" shall mean the office of the Depositary in [     ], at
which at any particular time its business in respect of matters governed by this
Deposit Agreement shall be administered, which at the date of this Deposit
Agreement is located at [     ].

     "DEPOSIT AGREEMENT" shall mean this agreement, as the same may be amended,
modified or supplemented from time to time to reflect the terms of any
Certificate of Designation or otherwise in accordance with the provisions
hereof.

     "DEPOSITARY" shall mean [     ], as Depositary hereunder, and any successor
as Depositary hereunder.

     "DEPOSITARY SHARE" shall mean the rights evidenced by the Receipts executed
and delivered hereunder, including the interests in Stock granted to holders of
Receipts pursuant to the terms and conditions of the Deposit Agreement. Each
Depositary Share shall represent an interest in [     ] of one share of Stock
deposited with the Depositary hereunder and the same proportionate interest in
any and all other property received by the Depositary in respect of such share
of Stock and held under this Deposit Agreement. Subject to the terms of this
Deposit Agreement, each record holder of a Receipt evidencing a Depositary Share
or Shares is entitled,


                                        1

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proportionately, to all the rights, preferences and privileges, and subject to
all the qualifications and restrictions, of the Stock represented by such
Depositary Share or Shares, including any dividend, voting, conversion,
redemption, liquidation and sinking fund rights contained in the Certificate of
Designation, and to the benefits of all obligations and duties of the Company in
respect of the Stock under the Certificate of Designation and the Certificate of
Incorporation.

     "DEPOSITARY'S AGENT" shall mean an agent appointed by the Depositary as
provided, and for the purposes specified, in Section 7.5.

     "RECEIPT" shall mean a Depositary Receipt executed and delivered hereunder,
in substantially the form of Exhibit A hereto, evidencing a Depositary Share or
Shares, as the same may be amended from time to time to reflect the terms of any
Certificate of Designation or otherwise in accordance with the provisions
hereof.

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

     "REGISTRAR" shall mean any company appointed to register ownership and
transfers of Receipts as herein provided.

     "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

     "STOCK" shall mean shares of the Company's Preferred Stock, Series [     ],
par value $0.01 per share.

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

     SECTION 2.1 FORM AND TRANSFER OF RECEIPTS. Receipts shall be engraved or
printed or lithographed unless they are evidenced by a global receipt held by a
depositary for a clearing system and shall be substantially in the form set
forth in Exhibit A annexed to this Deposit Agreement, with appropriate
insertions, modifications and omissions to reflect the terms of any Certificate
of Designation or otherwise, as hereinafter provided. Receipts shall be executed
by the Depositary by the manual signature of a duly authorized officer of the
Depositary; provided, however, that such signature may be a facsimile if a
Registrar (other than the Depositary) shall have countersigned the Receipts by
manual signature of a duly authorized officer of the Registrar. Pending the
preparation of definitive Receipts, the Depositary, upon the written order of
the Company delivered in accordance with Section 2.2, shall execute and deliver
temporary Receipts which shall be printed, lithographed, typewritten, or
otherwise reproduced substantially of the tenor of the definitive Receipts in
lieu of which they are issued and with appropriate insertions, modifications,
omissions, substitutions and other variations as the persons executing such
Receipts may determine are necessary for such temporary Receipts, as evidenced
by their execution of such temporary Receipts. If temporary Receipts are issued,
the Company and the Depositary will cause definitive Receipts to be prepared
without unreasonable delay; provided that if such temporary Receipts are global
Receipts held by a depositary for a clearing system, definitive Receipts need
not be prepared until the Receipts cease to be so held. After the preparation of
definitive Receipts, the temporary Receipts shall be exchangeable for definitive
Receipts upon surrender of the temporary Receipts at the Corporate Office or
such other office as the Depositary may designate, without charge to the holder.
Upon surrender for cancellation of any one or more temporary Receipts, the
Depositary shall execute and deliver in exchange therefore definitive Receipts
representing the same number of Depositary Shares as represented by the
surrendered temporary Receipt or Receipts. Such exchange shall be made at the
Company's expense and without any charge therefore. Until so exchanged, the
temporary Receipts shall in all respects be entitled to the same benefits under
this Deposit Agreement, and with respect to the Stock, as definitive Receipts.

     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
as provided in the preceding paragraph.


                                        2

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     The Depositary shall record on its books each Receipt executed as provided
above and delivered as hereinafter provided. Receipts bearing the facsimile
signature of anyone who was at any time a duly authorized officer of the
Depositary shall bind the Depositary, notwithstanding that such officer has
ceased to hold such office prior to the delivery of such Receipts.

     Receipts may be issued 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 regulation 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 any Receipt (and to the Depositary Shares evidenced by such
Receipt) that is properly endorsed or accompanied by a properly executed
instrument of transfer shall be transferable by delivery with the same effect as
in the case of investment securities in general; provided, however, that the
Depositary may, notwithstanding any notice to the contrary, treat the record
holder thereof at such time as the absolute owner thereof for the purpose of
determining the person entitled to distributions of dividends or other
distributions or to any notice provided for in this Deposit Agreement and for
all other purposes.

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

     Upon receipt by the Depositary of a certificate or certificates for Stock
to be deposited hereunder, together with the other documents specified above,
the Depositary shall, as soon as transfer and registration can be accomplished,
present such certificate or certificates to the registrar and transfer agent of
the Stock for transfer and registration in the name of the Depositary or its
nominee of the Stock being deposited. Deposited Stock shall be held by the
Depositary in an account to be established by the Depositary at the Corporate
Office.

     Upon receipt by the Depositary of a certificate or certificates for Stock
to be deposited hereunder, together with the other documents specified above,
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 2.2, a Receipt or Receipts for the number of whole
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 Corporate Office,
except that, at the request, risk and expense of any person requesting such
delivery and for such person's account or, upon the order of such person, any
other person's account, such delivery may be made at such other place as may be
designated by such person. In each case, delivery will be made only upon payment
to the Depositary of all taxes and other governmental charges and any fees
payable in connection with such deposit and the transfer of the deposited Stock.

     The Company shall deliver to the Depositary from time to time such
quantities of Receipts as the Depositary may request to enable the Depositary to
perform its obligations under this Deposit Agreement.


                                        3

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     SECTION 2.3 REDEMPTION AND REPURCHASE OF STOCK. Whenever the Company shall
redeem shares of Stock in accordance with a Certificate of Designation, it shall
(unless otherwise agreed in writing with the Depositary) give the Depositary in
its capacity as Depositary not less than 3 business days' prior notice of the
proposed date of the mailing of a notice of redemption of Stock and the
simultaneous redemption of the Depositary Shares representing the Stock to be
redeemed and of the number of such shares of Stock held by the Depositary to be
redeemed. Unless the Certificate of Designation for a specific series of Stock
provides for a different notice period with respect to that Stock in the event
of its redemption, the Depositary shall, as directed by the Company in writing,
mail, first class postage prepaid, notice of the redemption of Stock and the
proposed simultaneous redemption of the Depositary Shares representing the Stock
to be redeemed 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 record holders
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 or
any Depositary's Agent or Registrar. Notwithstanding the foregoing, neither
failure to mail or publish any such notice to one or more such holders nor any
defect in any notice shall affect the sufficiency of the proceedings for
redemption. The Company shall provide the Depositary with such notice, and each
such notice shall state the method for determining the amount payable per
Depositary Share, the redemption date, and the number of Depositary Shares to be
redeemed, and such notice shall call upon each holder of Depositary Shares to
surrender, on the redemption date and at the place or places designated by the
Company, the Receipts evidencing Depositary Shares to be redeemed. On the date
of any such redemption the Depositary shall surrender the certificate or
certificates held by the Depositary evidencing the number of shares of Stock to
be redeemed in the manner specified in the notice of redemption of Stock
provided by the Company pursuant to the applicable Certificate of Designation.
The Depositary shall, thereafter, redeem the number of Depositary Shares
representing such redeemed Stock upon the surrender of Receipts evidencing such
Depositary Shares in the manner provided in the notice sent to record holders of
Receipts.

     Notice having been mailed by the Depositary as aforesaid, from and after
the redemption date (unless the Company shall have failed to redeem the shares
of Stock to be redeemed by it upon the surrender of the certificate or
certificates therefore by the Depositary as described in the preceding
paragraph), the Depositary Shares called for redemption shall be deemed no
longer to be outstanding and all rights of the holders of Receipts evidencing
such Depositary Shares (except the right to receive the cash, securities or
other property payable upon redemption upon surrender of such Receipts) shall,
to the extent of such Depositary Shares, cease and terminate. The foregoing
shall be subject further to the terms and conditions of the applicable
Certificate of Designation.

     If fewer than all the Depositary Shares are to be redeemed, the Depositary
Shares to be redeemed will be selected by lot or proportionately, as may be
determined by the Depositary. If fewer than all of the Depositary Shares
evidenced by a Receipt are called for redemption, the Depositary will deliver to
the holder of such Receipt upon its surrender to the Depositary, cash,
securities or other property payable upon redemption in respect of the
Depositary Shares called for redemption and a new Receipt evidencing the
Depositary Shares evidenced by such prior Receipt and not called for redemption.

     The Depositary shall not be required to transfer or exchange for another
Receipt any Receipt evidencing Depositary Shares called or being called for
redemption, in whole or in part except as provided in the immediately preceding
paragraph of this Section 2.3.

     Whenever the Company shall be required to make an offer to repurchase
Depositary Shares representing Stock in accordance with a Certificate of
Designation, it shall (unless otherwise agreed in writing with the Depositary)
give the Depositary in its capacity as Depositary not less than 3 business days'
prior notice of the required date of the mailing of a notice of the repurchase
offer. The Depositary shall, as directed by the Company in writing, mail, first
class postage prepaid, notice of the relevant terms of the repurchase offer, as
provided by the Company, to the record holders of the Receipts at the addresses
of such holders as the same appear on the records of the Depositary or any
Depositary's Agent or Registrar, including: (i) that such notice is being given
pursuant to a repurchase offer, (ii) the number of Depositary Shares and Stock
for which the offer is being made, (iii) the method for determining the amount
payable per Depositary Share, (iv) the last date, which, unless the Certificate
of Designation for a specific series of Stock provides for a different period
with respect to that Stock in the event that the Company is required to make an
offer to repurchase it, shall not be less than 30 nor more than 60 days after
the date of such notice, by which a holder must elect to accept the repurchase
offer, (v) the procedures that such holder must follow to exercise its rights,
and (vi) the procedures for withdrawing an election.


                                        4

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     The Depositary shall, thereafter, receive from each holder electing to have
Depositary Shares repurchased pursuant to the repurchase offer in accordance
with the instructions in the notice, the holder's Receipts, with an appropriate
form duly completed prior to the repurchase date. Holders will be entitled to
withdraw an election by a written notice of withdrawal delivered to the
Depositary prior to the close of business on the repurchase date. The notice of
withdrawal shall state the number of Depositary Shares and the Receipt numbers
to which the notice of withdrawal relates and the number of Depositary Shares
and Receipt numbers, if any, which remain subject to election. In case the
aggregate number of Depositary Shares offered for repurchase by the holders
exceeds the amount of Depositary Shares which the Company has offered to
repurchase pursuant to the repurchase offer, the Depositary Shares to be
repurchased shall be selected by the Depositary by lot or proportionately, as
may be determined by the Depositary. The Depositary shall, at the direction of
the Company, cause payment to be mailed or delivered to each tendering holder as
promptly as reasonably practicable after the repurchase date, in the amount of
the repurchase price for the Depositary Shares tendered, and any unpurchased
Depositary Shares to be returned to the holder thereof. The foregoing is subject
further to the terms and conditions of the applicable Certificate of
Designation.

     SECTION 2.4 REGISTER OF TRANSFER OF RECEIPTS. Subject to the terms and
conditions of this Deposit Agreement, the Depositary shall register on its books
from time to time transfers of Receipts upon any surrender thereof at the
Corporate Office, or such other office as the Depositary may designate for such
purpose, by the record holder in person or by a duly authorized attorney,
properly endorsed or accompanied by a properly executed instrument of transfer,
together with evidence of the payment of any transfer taxes as may be required
by law. Upon such surrender, 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 evidenced by
the Receipt or Receipts surrendered.

     SECTION 2.5 COMBINATION AND SPLIT-UPS OF RECEIPTS. Upon surrender of a
Receipt or Receipts at the Corporate Office, or such other office as the
Depositary may designate for the purpose of effecting a split-up or combination
of Receipts, subject to the terms and conditions of this Deposit Agreement, 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; provided, however, that
the Depositary shall not issue any Receipt evidencing a fractional Depositary
Share.

     SECTION 2.6 SURRENDER OF RECEIPTS AND WITHDRAWAL OF STOCK. Any holder of a
Receipt, including the Company, shall have the right, upon payment of any amount
due to the Depositary with respect to the Receipt, to withdraw any or all of the
Stock (but only in whole shares of Stock) represented by the Depositary Shares
and all money and other property, if any, represented by such Depositary Shares
by surrendering the Receipt or Receipts evidencing such Depositary Shares at the
Corporate Office, or at such other office as the Depositary may designate for
such withdrawals (and cancellation of the surrendered Receipts as provided in
Section 2.9). After such surrender, without unreasonable delay, the Depositary
shall deliver to the holder the whole number of shares of Stock and all such
money and other property, if any, represented by the Depositary Shares evidenced
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 whole Depositary Shares representing the whole number of shares of Stock to
be withdrawn, the Depositary shall at the same time, in addition to such whole
number of shares of Stock and such money and other property, if any, to be
withdrawn, deliver to the holder, or (subject to Section 2.4) upon its order, a
new Receipt or Receipts evidencing such excess number of whole Depositary
Shares.

     Delivery of the Stock and such money and other property being withdrawn may
be made by the delivery of such certificates, documents of title and other
instruments as the Depositary may deem appropriate, which, if required by the
Depositary, shall be properly endorsed or accompanied by proper instruments of
transfer.

     The Depositary shall deliver the Stock and the money and other property, if
any, represented by the Depositary Shares evidenced by Receipts surrendered for
withdrawal, without unreasonable delay, at the office at which such Receipts
were surrendered, except that, at the request, risk and expense of the Company
such delivery may be made, without unreasonable delay, at such other place as
may be designated by the Company.


                                        5

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     For purposes of determining the number of Depositary Shares outstanding on
any dividend payment date, the Receipts representing Depositary Shares acquired
by the Company on or prior to such dividend payment date and not theretofore
delivered to the Depositary for withdrawal and cancellation shall be deemed to
be outstanding.

     SECTION 2.7 LIMITATIONS ON EXECUTION AND DELIVERY, TRANSFER, SPLIT-UP,
COMBINATION AND SURRENDER OF RECEIPTS AND WITHDRAWAL OR DEPOSIT OF STOCK. As a
condition precedent to the execution and delivery, registration of transfer,
split-up, combination, or surrender of any Receipt, the delivery of any
distribution thereon or withdrawal or deposit of Stock, or the exercise of any
conversion right referred to in Section 2.10, the Depositary, any of the
Depositary's Agents, the Registrar or the Company may require any or all of the
following: (i) 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 or fee with respect
thereto (including any such tax or charge or fee with respect to the Stock being
deposited or the Stock being withdrawn or with respect to property of the
Company being issued upon redemption or conversion); (ii) production of proof
satisfactory to it as to the identity and genuineness of any signature; and
(iii) compliance with such reasonable regulations, if any, as the Depositary or
the Company may establish not inconsistent with the provisions of this Deposit
Agreement.

     The deposit of Stock may be refused, or the registration of transfer,
split-up, combination or surrender of outstanding Receipts and the withdrawal of
deposited Stock or the exercise of any conversion right referred to in Section
2.10 may be suspended (i) during any period when the register of stockholders of
the Company is closed, (ii) if any such action is deemed necessary or advisable
by the Depositary, any of the Depositary's Agents or the Company at any time or
from time to time because of any requirement of law or of any government or
governmental body or commission, or under any provision of this Deposit
Agreement, or (iii) with the approval of the Company, for any other reason.
Without limitation of the foregoing, the Depositary shall not knowingly accept
for deposit under this Deposit Agreement any shares of Stock that are required
to be registered under the Securities Act unless a registration statement under
the Securities Act is in effect as to such shares of Stock.

     SECTION 2.8 LOST RECEIPTS, ETC. In case any Receipt shall be mutilated or
destroyed or lost or stolen, the Depositary shall 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
unless the Depositary has notice that such Receipt has been acquired by a bona
fide purchaser; provided, however, that the holder thereof provides the
Depositary with (i) evidence satisfactory to the Depositary of such destruction,
loss or theft of such Receipt, of the authenticity thereof and of his ownership
thereof, (ii) reasonable indemnification satisfactory to the Depositary or the
payment of any charges incurred by the Depositary in obtaining insurance in lieu
of such indemnification and (iii) payment of any expense (including fees,
charges and expenses of the Depositary) in connection with such execution and
delivery.

     SECTION 2.9 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 canceled.

     SECTION 2.10 CONVERSION. In the event that the Stock, in accordance with
its Certificate of Designation, is convertible into the Company's common stock
or other securities, subject to the terms and conditions of this Deposit
Agreement, a holder of a Receipt or Receipts may surrender such Receipt or
Receipts at the Corporate Office or at such other office or to a Depositary's
Agent that the Depositary may designate for such purpose, together with a notice
of conversion duly completed and executed, thereby directing the Depositary or
such Depositary's Agent to instruct the Company to cause the conversion of the
number of shares of Stock specified in such notice of conversion into shares of
the Company's common stock or other securities at the rate specified in the
applicable Certificate of Designation, and an assignment of such Receipt or
Receipts to the Company or in blank, duly completed and executed, along with any
other documents or instruments and any amounts required by the applicable
Certificate of Designation.

     Upon receipt by the Depositary or a Depositary's Agent of a Receipt or
Receipts, together with a notice of conversion, duly completed and executed,
directing the Depositary or such Depositary's Agent to instruct the Company to
cause the conversion of a specified number of shares of Stock at the rate
specified in the applicable Certificate of Designation, and an assignment of
such Receipt or Receipts to the Company or in blank, duly


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<PAGE>

completed and executed, along with any other documents or instruments or amounts
referred to in the preceding paragraph, the Depositary or such Depositary's
Agent shall instruct the Company, subject to any adjustment provided for in the
applicable Certificate of Designation, (i) to cause the conversion at the rate
specified in the applicable Certificate of Designation of the number of shares
of Stock represented by the Depositary Shares evidenced by the Receipt or
Receipts so surrendered for conversion as specified in the written notice to the
Depositary or such Depositary's Agent and (ii) to cause the delivery to the
holder of such Receipt or Receipts of (a) a certificate or certificates
evidencing the number of whole shares of the Company's common stock or other
securities into which such Stock has been converted, and (b) the amount of cash
or other property, if any, to which such holder is entitled in lieu of
fractional shares of, or fractional interests in, the Company's common stock or
other securities otherwise deliverable by the Company upon such conversion,
calculated in accordance with the applicable Certificate of Designation. The
Company shall as promptly as practicable after receipt thereof cause the
delivery of the certificate or certificates and cash or other property, if any,
referred to in clauses (a) and (b) above, and such conversion shall be deemed to
have been effected immediately prior to the close of business on the date of
such receipt and shall occur at the rate specified in the Certificate of
Designation in effect at such time and on such date. Upon such conversion, the
Depositary or such Depositary's Agent (i) shall deliver to the holder a Receipt
evidencing the number of Depositary Shares evidenced by the surrendered Receipt
or Receipts in excess of the number of Depositary Shares evidenced by such
Receipt or Receipts that have been so converted, (ii) shall cancel the Receipts
surrendered for conversion and (iii) shall deliver to the Company for
cancellation the number of shares of Stock evidenced by the Receipts so
surrendered and so converted. Upon the delivery of the shares of Stock to be
cancelled due to such conversion by the Depositary or such Depositary's Agent to
the Company, the Company shall deliver to the Depositary or such Depositary's
Agent, as applicable, a certificate or certificates evidencing the number of
shares of Stock, if any, that equals the excess of the number of shares
evidenced by the surrendered certificate over the number of shares evidenced by
that certificate that have been so converted. Depositary Shares converted in
connection with conversion of the Stock represented thereby shall only be
converted in whole, and not in part.

     Upon the conversion of any Stock for which a notice of conversion has been
provided to the Depositary or a Depositary's Agent by the holder of the Receipt
or Receipts representing such Stock, the Depositary Shares evidenced by such
Receipt or Receipts shall be deemed no longer outstanding, all rights of the
holder of the Receipt or Receipts evidencing such Depositary Shares (except the
right to receive (i) the Company's common stock or other securities to which
such holder is entitled upon conversion in accordance with the applicable
Certificate of Designation, (ii) any cash or other property payable in
accordance with the applicable Certificate of Designation with respect to any
fractional shares or other fractional interests in the Company's common stock or
other securities otherwise deliverable by the Company upon conversion, (iii) any
Receipts evidencing Depositary Shares representing Stock which was not so
converted and (iv) any other securities, property or cash to which such holder
is entitled under this Deposit Agreement) shall cease and terminate, and the
Receipt or Receipts evidencing such Depositary Shares shall be cancelled. No
fractional shares or other fractional interests in the Company's common stock or
other securities shall be deliverable by the Company upon conversion of the
Stock represented by the Depositary Shares.

                                   ARTICLE III
           CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY

     SECTION 3.1 FILING PROOFS, CERTIFICATES AND OTHER INFORMATION. Any person
presenting Stock for depo