DEPOSIT AGREEMENT

 

                                                                     Exhibit 4.7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

                                DEPOSIT AGREEMENT

 

 

 

                                      among

 

 

 

                           MISSISSIPPI POWER COMPANY,

 

 

 

                                  SUNTRUST BANK

 

 

 

                                       and

 

 

 

                          the Holders of the Depositary

                         Receipts to be issued hereunder

 

 

 

 

 

                            Dated as of April 1, 2004

 

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                                TABLE OF CONTENTS

 

                                                               Page

 

ARTICLE I        DEFINITIONS.....................................1

 

Section 1.01.  Authorizing Resolution.............................1

Section 1.02.  Company............................................1

Section 1.03.  Corporate Trust Office.............................1

Section 1.04.  Deposit Agreement..................................2

Section 1.05.  Depositary.........................................2

Section 1.06.  Depositary's Agent.................................2

Section 1.07.  Depositary Shares..................................2

Section 1.08.  Preferred Stock....................................2

Section 1.09.  Receipt............................................2

Section 1.10.  Record Holder......................................2

Section 1.11.  Registrar..........................................2

Section 1.12.  Securities Act.....................................2

Section 1.13.  Underwriting Agreement.............................2

 

ARTICLE II     FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,

       EXECUTION AND DELIVERY, TRANSFER,  SURRENDER AND

       REDEMPTION OF RECEIPTS.....................................3

 

Section 2.01.  Form and Transferability of Receipts...............3

Section 2.02.  Deposit of Preferred Stock; Execution and

      Delivery of Receipts in Respect Thereof.....................4

Section 2.03.  Redemption.........................................5

Section 2.04.  Transfer of Receipts...............................6

Section 2.05.  Combinations and Split-ups of Receipts.............6

Section 2.06.  Surrender of Receipts and Withdrawal of

      Preferred Stock.............................................7

Section 2.07.  Limitations on Execution and Delivery,

      Transfer, Surrender and Exchange of Receipts................7

Section 2.08.  Lost Receipts, etc.................................8

Section 2.09.  Cancellation and Destruction of Surrendered

      Receipts....................................................8

Section 2.10.  Temporary Receipts.................................8

 

ARTICLE III      CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS.......8

 

Section 3.01.  Filing Proofs, Certificates and Other

      Information.................................................8

Section 3.02.  Payment of Taxes or Other Governmental

      Charges.....................................................9

Section 3.03.  Warranties as to Preferred Stock...................9

 

ARTICLE IV       THE DEPOSITED SECURITIES; NOTICES................9

 

Section 4.01.  Cash Distributions.................................9

Section 4.02.  Distributions Other Than Cash.....................10

Section 4.03.  Subscription Rights, Preferences or

      Privileges.................................................10

Section 4.04.  Notice of Dividends, Fixing of Record Date

      for Receipt Holders........................................11

Section 4.05.  Voting Rights.....................................11

Section 4.06.  Changes Affecting Deposited Securities and

      Reclassifications, Recapitalizations, etc..................11

Section 4.07.  Reports...........................................12

Section 4.08.  Lists of Receipt Holders..........................12

 

ARTICLE V        THE DEPOSITARY AND THE COMPANY..................12

 

Section 5.01.  Maintenance of Offices, Agencies and

      Transfer Books by the Depositary; Registrar................12

Section 5.02.  Prevention or Delay in Performance by the

      Depositary or the Company..................................13

Section 5.03.  Obligations of the Depositary, the

      Depositary's Agents and the Company........................13

Section 5.04.  Resignation and Removal of the Depositary;

      Appointment of Successor Depositary........................14

Section 5.05.  Corporate Notices and Reports.....................15

Section 5.06.  Deposit of Preferred Stock by the Company.........15

Section 5.07.  Indemnification by the Company....................15

Section 5.08.  Charges and Expenses..............................15

Section 5.09.  Tax Compliance....................................15

 

ARTICLE VI       AMENDMENT AND TERMINATION......................16

 

Section 6.01.  Amendment.........................................16

Section 6.02.  Termination.......................................16

 

ARTICLE VII      MISCELLANEOUS...................................17

 

Section 7.01.  Counterparts......................................17

Section 7.02.  Exclusive Benefit of Parties......................17

Section 7.03.  Invalidity of Provisions..........................17

Section 7.04.  Notices...........................................18

Section 7.05.  Depositary's Agents...............................18

Section 7.06.  Holders of Receipts are Parties...................18

Section 7.07.  Governing Law.....................................18

Section 7.08.  Headings..........................................18

 

EXHIBIT A        Form of Depositary Receipt.......................1

 

 

 

 

 

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                                DEPOSIT AGREEMENT

 

 

 

 

         DEPOSIT AGREEMENT dated as of April 1, 2004 among MISSISSIPPI POWER

COMPANY, a Mississippi corporation, SUNTRUST BANK, a Georgia banking

corporation, and all holders from time to time of Depositary Receipts issued

hereunder.

 

                              W I T N E S S E T H:

 

         WHEREAS, it is desired to provide, as hereinafter set forth in this

Deposit Agreement, for the deposit of the shares of Preferred Stock with the

Depositary for the purposes set forth in this Deposit Agreement and for the

issuance hereunder of Depositary Receipts evidencing Depositary Shares

representing the 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:

 

         Section 1.01. Authorizing Resolution. The term "Authorizing Resolution"

shall mean the resolution adopted by the Company's Board of Directors

establishing and setting forth the rights, preferences and privileges of the

Preferred Stock, and the qualifications, limitations or restrictions thereof, as

the same may be amended from time to time, which upon filing with the

Mississippi Secretary of State shall become part of the Company's Articles of

Incorporation, as amended.

 

         Section 1.02. Company. The term "Company" shall mean Mississippi Power

Company, a corporation incorporated and existing under the laws of the State of

Mississippi and having its principal office at the date of this Deposit

Agreement at 2992 West Beach, Gulfport, Mississippi 39501, and its successors.

 

         Section 1.03. Corporate Trust Office. The term "corporate trust

office," when used with respect to the Depositary, shall mean the corporate

trust office of the Depositary, which at the date of this Deposit Agreement is

[insert SunTrust Corporate Trust Address].

 

         Section 1.04. Deposit Agreement. The term "Deposit Agreement" shall

mean this Agreement, as the same may be amended or supplemented from time to

time.

 

         Section 1.05. Depositary. The term "Depositary" shall mean SunTrust

Bank, a Georgia banking corporation, and any successor as depositary hereunder.

 

         Section 1.06. Depositary's Agent. The term "Depositary's Agent" shall

mean an agent appointed by the Depositary, and approved by the Company, as

provided, and for the purposes specified, in Section 7.05 hereof.

 

         Section 1.07. Depositary Shares. The term "Depositary Shares" shall

mean the rights evidenced by the Receipts issued hereunder and the interests in

the Preferred Stock represented thereby. Each Depositary Share shall represent

one-fourth (1/4) share of Preferred Stock and the same proportionate interest in

any and all money and other property received by the Depositary in respect of

such share of Preferred Stock at the time held under this Deposit Agreement.

 

         Section 1.08. Preferred Stock. The term "Preferred Stock" shall mean

the Company's 5.25% Series Preferred Stock, Cumulative, Par Value $100 Per

Share.

 

         Section 1.09. Receipt. The term "Receipt" shall mean one or more of the

Depositary Receipts, whether in definitive or temporary form, issued hereunder

substantially in the form of Exhibit A annexed hereto.

 

         Section 1.10. Record Holder. The term "record holder" as applied to a

Depositary Receipt shall mean the person in whose name a Receipt is registered

on the books of the Depositary maintained for such purpose.

 

         Section 1.11. Registrar. The term "Registrar" shall mean any bank or

trust company which shall be appointed to register Depositary Receipts as herein

provided.

 

         Section 1.12. Securities Act. The term "Securities Act" shall mean the

Securities Act of 1933, as from time to time amended.

 

         Section 1.13. Underwriting Agreement. The term "Underwriting Agreement"

shall mean the Underwriting Agreement, dated March 3, 2004, between the Company

and the Underwriters named therein, providing for the purchase of the Depositary

Shares.

 

 

                                   ARTICLE II

 

                  FORM OF RECEIPTS, DEPOSIT OF PREFERRED STOCK,

                        EXECUTION AND DELIVERY, TRANSFER,

                      SURRENDER AND REDEMPTION OF RECEIPTS

 

         Section 2.01. Form and Transferability of Receipts. Definitive Receipts

shall be engraved or printed or lithographed on steel-engraved borders 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. Pending the preparation of definitive Receipts, the

Depositary, upon the written order of the Company or any holder of Preferred

Stock, as the case may be, delivered in compliance with Section 2.02, shall

execute and deliver temporary Receipts which are printed, lithographed,

typewritten, mimeographed or otherwise substantially of the tenor of the

definitive Receipts in lieu of which they are issued and with such appropriate

insertions, omissions, substitutions and other variations as the persons

executing such Receipts may determine, as evidenced by their execution of such

Receipts. After the preparation of definitive Receipts, the temporary Receipts

shall be exchangeable for definitive Receipts upon surrender of the temporary

receipts at the offices of the Depositary, without charge to the holder. Upon

the 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 Preferred Stock, as definitive

Receipts. 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 shall have been appointed and

such Receipts are countersigned by the manual signature of a duly authorized

officer of the Registrar. No Receipt shall be entitled to any benefits under

this Deposit Agreement or be valid or obligatory for any purposes unless it

shall have been executed by the Depositary by the signature of a duly authorized

officer and by the signature of a duly authorized officer of the Registrar. The

Depositary shall record on its books each Receipt so signed and delivered as

hereinafter provided and the name and address of the person in whose name such

Receipt is registered.

 

         Except as the Depositary may otherwise determine with the written

consent of the Company, Receipts shall be in denominations of any integral

number of Depositary Shares.

 

         The 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 to comply with any applicable law

or any regulation thereunder or with the rules and regulations of any securities

exchange upon which the Preferred Stock, the Depositary Shares or the Receipts

may be listed or to conform with any usage with respect thereto, or to indicate

any special limitations or restrictions to which any particular Receipt is

subject.

 

         Title to a Receipt (and to the Depositary Shares evidenced thereby),

when 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 a negotiable instrument, provided, however, that until a Receipt shall be

transferred on the books of the Depositary as provided in Section 2.04, the

Depositary, notwithstanding any notice to the contrary, may 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 2.02. Deposit of Preferred Stock; Execution and Delivery of

Receipts in Respect Thereof. In connection with the closing under the

Underwriting Agreement, the Company will deliver to the Depositary a certificate

or certificates representing the aggregate number of shares of Preferred Stock

underlying the Depositary Shares sold pursuant to the Underwriting Agreement.

Thereafter, subject to the terms and conditions of this Deposit Agreement, any

holder of Preferred Stock may deposit such Preferred Stock under this Deposit

Agreement by delivery to the Depositary of a certificate or certificates for the

Preferred 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 aggregate number of Depositary Shares

representing such deposited Preferred Stock.

 

         If required by the Depositary, Preferred 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 Preferred Stock or to receive other property which any person in

whose name the Preferred Stock is or has been recorded may thereafter receive

upon or in respect of such deposited Preferred Stock, and to which the

Depositary shall be entitled, or in lieu thereof such agreement of indemnity or

other agreement as shall be satisfactory to the Depositary.

 

         Upon each delivery to the Depositary of a certificate or certificates

for Preferred 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 or the

transfer agent for the Preferred Stock, as the Company shall instruct the

Depositary, for transfer and recordation of the Preferred Stock being deposited

in the name of the Depositary or its nominee.

 

         The certificates representing the Preferred Stock so delivered to the

Depositary shall be registered in the name of the Depositary or its nominee, and

shall be held by the Depositary upon and subject to the terms of this Deposit

Agreement as custodian for those persons who are the registered holders of

Receipts from time to time.

 

         Deposited Preferred Stock shall be held by the Depositary at the

corporate trust office of the Depositary, or at such other place or places as

the Depositary shall determine.

 

         Upon receipt by the Depositary of a certificate or certificates for

Preferred Stock deposited in accordance with the provisions of this Section

2.02, together with the other documents required as above specified, 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 referred to in the first paragraph of this Section 2.02 a Receipt

or Receipts evidencing the aggregate number of Depositary Shares represented by

such Preferred Stock, in the denominations and registered in such name or names

as requested by such person or persons. The Depositary shall execute and deliver

such Receipts at its corporate trust office or at such other offices as it may

designate. However, in each case, such delivery will be made only upon payment

to the Depositary of the fee of the Depositary for the execution and delivery of

such Receipt or Receipts, as provided in Section 5.08, and of all taxes and

governmental charges and fees payable in connection with such deposit and the

transfer of the deposited Preferred Stock.

 

         Section 2.03. Redemption. Whenever the Company shall elect, under its

Articles of Incorporation, as amended, and the Authorizing Resolution, to redeem

shares of Preferred Stock, it shall give the Depositary not less than 30 days'

notice of the date of such proposed redemption, identifying the number of shares

of Preferred Stock held by the Depositary to be redeemed and the applicable

redemption price. The Depositary shall mail notice of such redemption and the

simultaneous redemption of the number of Depositary Shares representing the

Preferred Stock to be redeemed, first class mail postage prepaid, not less than

15 nor more than 60 days prior to the date fixed for redemption (the "Redemption

Date"), to the record holders of Receipts for Depositary Shares to be 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 to one or more such

holders nor any defect in any notice shall affect the sufficiency of the

proceedings for redemption as to other holders. Each such notice shall state the

Redemption Date; the number of Depositary Shares to be redeemed; if less than

all the Depositary Shares evidenced by Receipts held by such holder are to be

redeemed, the number of such Depositary Shares to be redeemed from such holder;

the applicable redemption price; the place or places where Receipts evidencing

Depositary Shares are to be presented and surrendered for redemption and payment

of the redemption price; and that dividends in respect of the Depositary Shares

to be redeemed will cease on the Redemption Date. In case less than all the

outstanding Depositary Shares are to be redeemed, the Depositary Shares to be

redeemed shall be selected pro rata (as nearly as may be) or by lot or by such

other equitable method as the Depositary may determine.

 

         If notice of redemption shall have been given as hereinbefore provided,

and the Company shall not default in the payment of the redemption price for the

underlying Preferred Stock to be redeemed, then each holder of Receipts

evidencing Depositary Shares called for redemption shall be entitled to all

preferences and relative and other rights accorded by this Deposit Agreement

until and including the day immediately preceding the Redemption Date, and

thereafter all such rights shall cease and terminate, except the right of the

holders thereof to receive, upon surrender of their Receipts, the amounts

payable upon redemption of the Depositary Shares evidenced by such Receipts. If

the Company shall default in making payment of the redemption price for the

underlying Preferred Stock to be redeemed on the Redemption Date, then each

holder of the Receipts evidencing Depositary Shares called for redemption shall

be entitled to all preferences and relative and other rights accorded by this

Deposit Agreement until and including the date when the Company makes funds for

the payment of the redemption price for the Preferred Stock underlying each

Depositary Share to be redeemed available to the Depositary (the "Final

Redemption Date"). From and after the Redemption Date, or, if the Company shall

default in the payment of the redemption price for the underlying Preferred

Stock to be redeemed, from and after the Final Redemption Date, the Depositary

Shares called for redemption shall no longer be deemed to be outstanding and all

rights of holders of such shares shall cease and terminate, except the right of

the holders of such shares, upon surrender of Receipts therefor, to receive

amounts to be paid upon redemption thereof. On the Redemption Date or Final

Redemption Date, as applicable, the Depositary shall redeem the number of

Depositary Shares representing the Preferred Stock to be redeemed. 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

the redemption price per Depositary Share equal to one-fourth (1/4) of the

redemption price per share applicable to the shares of Preferred Stock. The

deposit with the Depositary, in trust for the benefit of the holders of the

Depositary Shares, of monies provided for the redemption of Preferred Stock

shall be irrevocable except that any balance of monies so deposited by the

Company and unclaimed by the holders of the Depositary Shares entitled thereto

at the expiration of two years from the Redemption Date (or the Final Redemption

Date, as applicable) shall be repaid to the Company, and after any such

repayment, the holders of the Depositary Shares entitled to the funds so repaid

to the Company shall look only to the Company for payment, without interest.

 

         The Depositary shall have no liability to the holders of Depositary

Shares for failure timely to pay the redemption price for Depositary Shares to

be redeemed if the Company shall have failed timely to deposit with the

Depositary the redemption price for the Preferred Stock underlying such

Depositary Shares.

 

         Section 2.04. Transfer of Receipts. Subject to the terms and conditions

of this Deposit Agreement, the Depositary shall make transfers on its books from

time to time of Receipts upon any surrender thereof 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 representing the

same aggregate number of Depositary Shares as those represented by the Receipt

or Receipts surrendered.

 

         Section 2.05. Combinations and Split-ups of Receipts. Upon surrender of

a Receipt or Receipts at the Depositary's corporate trust 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, and subject to the terms and conditions

of this Deposit Agreement, the Depositary shall execute and deliver a new

Receipt or Receipts in authorized denominations for the number of Depositary

Shares requested, representing the same aggregate number of Depositary Shares

represented by the Receipt or Receipts surrendered.

 

         Section 2.06. Surrender of Receipts and Withdrawal of Preferred Stock.

Upon surrender of a Receipt or Receipts at the Depositary's corporate trust

office or at such other offices as it may designate for the purpose of

withdrawal of the Preferred Stock represented thereby, and subject to the terms

and conditions of this Deposit Agreement, the holder of such Receipt or Receipts

shall be entitled to delivery, to such holder or upon such holder's order, of

such number of whole shares of the Preferred Stock and any other property at the

time represented by all such Receipts as such holder may designate. Upon such

surrender, the Depositary shall deliver to such holder one or more certificates

representing the number of whole shares of Preferred Stock which the holder

wishes to withdraw and one or more Receipts for (a) the number of Depositary

Shares representing the number of whole shares of Preferred Stock, if any, which

such holder does not wish to withdraw and (b) the number of Depositary Shares

representing less than one whole share of Preferred Stock. Delivery of such

Preferred Stock and other property may be made by the delivery of certificates

and other proper documents of title, which, if required by law, shall be

properly endorsed or accompanied by proper instruments of transfer. Such

delivery shall be made, as hereinafter provided, without unreasonable delay.

 

         A Receipt surrendered for such purposes may be required by the

Depositary to be properly endorsed in blank or accompanied by a properly

executed instrument of transfer in blank, and the holder thereof shall execute

and deliver to the Depositary a written order directing the Depositary to cause

the Preferred Stock being withdrawn to be delivered to or upon the written order

of a person or persons designated in such order. Thereupon, the Depositary shall

deliver at its corporate trust office, subject to the terms and conditions of

this Deposit Agreement, to or upon the written order of the person or persons

designated in the order delivered to the Depositary as above provided, the

Preferred Stock and other property represented by such Receipt.

 

         At the request, risk and expense of any holder so surrendering a

Receipt, and for the account of such holder, the Depositary shall forward the

certificate or certificates and other proper documents of title for the amount

of Preferred Stock and any other property represented by such Receipt for

delivery at such place as may be designated by the holder.

 

         Section 2.07. Limitations on Execution and Delivery, Transfer,

Surrender and Exchange of Receipts. As a condition precedent to the execution

and delivery, transfer, split-up, combination, surrender or exchange of any

Receipt, the Depositary, or any of the Depositary's Agents, may require payment

of a sum sufficient for reimbursement of any tax or other governmental charge

with respect thereto (including any such tax or charge with respect to Preferred

Stock being deposited or withdrawn), 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 the Depositary may establish consistent with

the provisions of this Deposit Agreement.

 

         The deposit of Preferred Stock may be refused, or the delivery of

Receipts against Preferred Stock may be suspended or the transfer of Receipts

may be refused, or the transfer, surrender or exchange of outstanding Receipts

may be suspended during any period when the register of stockholders of the

Company is closed, or 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 for any other reason. Without limitation of the foregoing, the

Depositary shall not knowingly accept for deposit under this Deposit Agreement

any Preferred Stock which in order to be so deposited is required to be

registered under the Securities Act, unless a registration statement under the

Securities Act is in effect as to such Preferred Stock.

 

         Section 2.08. Lost Receipts, etc. In case any Receipt shall be

mutilated or be 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 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 and the authenticity thereof and of

the holder's ownership thereof and the holder's furnishing the Depositary with

reasonable indemnification satisfactory to it.

 

         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. The Depositary is authorized to destroy such

Receipts so cancelled.

 

         Section 2.10. Temporary Receipts. Until definitive Receipts are ready

for delivery, the Company may prepare and, if so prepared, the Depositary shall

execute, temporary Receipts. Temporary Receipts shall be substantially in the

form of definitive Receipts but may have variations that the Depositary

considers appropriate for temporary Receipts. Without unreasonable delay, the

Company shall prepare and the Depositary shall execute definitive Receipts and

exchange the same for the temporary Receipts.

 

                                   ARTICLE III

 

                   CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS

 

         Section 3.01. Filing Proofs, Certificates and Other Information. Any

person presenting Preferred 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, transfer or exchange of 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 or Depositary Share, or any Preferred

Stock (or any fractional interest therein) represented by any Depositary Share,

such tax (including transfer taxes, if any) or governmental charge shall be

payable by the holder of such Receipt or of the Receipt evidencing such

Depositary Share, except as provided in Section 5.08. Transfer of such Receipt

or any withdrawal of such Preferred Stock may be refused until such payment is

made, and any dividends or other distributions may be withheld, or any part or

all of the Preferred Stock represented 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

payment of any such tax or other governmental charge, the holder of such Receipt

remaining liable for any deficiency.

 

         Section 3.03. Warranties as to Preferred Stock. Every person depositing

Preferred Stock under this Deposit Agreement shall be deemed thereby to

represent and warrant that each certificate for such Preferred Stock is valid

and that the person making such deposit is duly authorized to do so and has, or

the person on whose behalf such deposit is made has, good and marketable title

to such Preferred Stock, free and clear of any liens, claims or encumbrances.

The Company hereby further represents and warrants that the Preferred Stock,

when issued, will be validly issued, fully paid and nonassessable. Such

representations and warranties shall survive the deposit of the Preferred Stock

and the issuance of Receipts.

 

                                   ARTICLE IV

 

                        THE DEPOSITED SECURITIES; NOTICES

 

         Section 4.01. Cash Distributions. Whenever the Depositary shall receive