DEPOSIT AGREEMENT

Account Control Agreement

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ASK JEEVES INC

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Title: DEPOSIT AGREEMENT
Governing Law: New York Date: 6/8/2004
Industry: Business Services Sector: Services

DEPOSIT AGREEMENT, Parties: ask jeeves inc

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EXHIBIT 4.11

ASK JEEVES, INC.

and

AS DEPOSITARY

and

HOLDERS OF DEPOSITARY RECEIPTS

--------------------

DEPOSIT AGREEMENT

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Dated as of

[----------------]

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TABLE OF CONTENTS

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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.......... 4

Section 2.3 Redemption and Repurchase of Stock............................................... 4

Section 2.4 Register of Transfer of Receipts................................................. 6

Section 2.5 Combination and Split-ups of Receipts............................................ 6

Section 2.6 Surrender of Receipts and Withdrawal of Stock.................................... 7

Section 2.7 Limitations on Execution and Delivery, Transfer, Split-up, Combination

and Surrender of Receipts and Withdrawal or Deposit of Stock..................... 7

Section 2.8 Lost Receipts, etc............................................................... 8

Section 2.9 Cancellation and Destruction of Surrendered Receipts............................. 8

Section 2.10 Conversion....................................................................... 8

ARTICLE III CERTAIN OBLIGATIONS OF HOLDERS OF RECEIPTS AND THE COMPANY................................ 10

Section 3.1 Filing Proofs, Certificates and Other Information................................ 10

Section 3.2 Payment of Taxes or Other Governmental Charges................................... 10

Section 3.3 Withholding...................................................................... 10

Section 3.4 Representations and Warranties as to Stock....................................... 10

ARTICLE IV THE STOCK, NOTICES........................................................................ 11

Section 4.1 Cash Distributions............................................................... 11

Section 4.2 Distributions Other Than Cash.................................................... 11

Section 4.3 Subscription Rights, Preferences or Privileges................................... 11

Section 4.4 Notice of Dividends, Fixing of Record Date for Holders of Receipts............... 12

Section 4.5 Voting Rights.................................................................... 13

Section 4.6 Changes Affecting Stock and Reclassifications, Recapitalizations, etc............ 13

Section 4.7 Reports.......................................................................... 13

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TABLE OF CONTENTS

(continued)

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Section 4.8 Lists of Receipt Holders......................................................... 13

ARTICLE V THE DEPOSITARY, THE DEPOSITARY'S AGENTS, THE REGISTRAR AND THE COMPANY.................... 14

Section 5.1 Maintenance of Offices, Agencies, Transfer Books by the Depositary; the

Registrar........................................................................ 14

Section 5.2 Prevention or Delay in Performance by the Depositary, the Depositary's

Agents, the Registrar or the Company............................................. 14

Section 5.3 Obligations of the Depositary, the Depositary's Agents, the Registrar and

the Company...................................................................... 15

Section 5.4 Resignation and Removal of the Depositary, Appointment of Successor

Depositary....................................................................... 16

Section 5.5 Corporate Notices and Reports.................................................... 17

Section 5.6 Deposit of Stock by the Company.................................................. 17

Section 5.7 Indemnification by the Company................................................... 17

Section 5.8 Fees, Charges and Expenses....................................................... 17

ARTICLE VI AMENDMENT AND TERMINATION................................................................. 17

Section 6.1 Amendment........................................................................ 17

Section 6.2 Termination...................................................................... 18

ARTICLE VII MISCELLANEOUS............................................................................. 18

Section 7.1 Counterparts..................................................................... 18

Section 7.2 Exclusive Benefits of Parties.................................................... 19

Section 7.3 Invalidity of Provisions......................................................... 19

Section 7.4 Notices.......................................................................... 19

Section 7.5 Depositary's Agents.............................................................. 19

Section 7.6 Holders of Receipts Are Parties.................................................. 19

Section 7.7 Governing Law.................................................................... 20

Section 7.8 Headings......................................................................... 20

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DEPOSIT AGREEMENT

DEPOSIT AGREEMENT, dated as of [___________________] among ASK JEEVES,

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.

W I T N E S S E T H:

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 I

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 Ask Jeeves, 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.

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"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, 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 $0.001 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,

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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 therefor 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 therefor. 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.

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

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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.

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

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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 therefor 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,

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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.

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.

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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.

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

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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

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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 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.

<PAGE>

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 deposit or any holder of a Receipt may be required from

time to time to file such proof of residence or other information, to execute

such certificates and to make such representations and warranties as the

Depositary or the Company may reasonably deem necessary or proper. The

Depositary or the Company may withhold or delay the delivery of any Receipt, the

registration of transfer or redemption of any Receipt, the withdrawal of the

Stock represented by the Depositary Shares evidenced by any Receipt, the

distribution of any dividend or other distribution or the exercise of any

conversion right referred to in Section 2.10, or refuse to accept Receipts that

are delivered for surrender, until such proof or other information is filed,

such certificates are executed or such representations and warranties are made.

SECTION 3.2 PAYMENT OF TAXES OR OTHER GOVERNMENTAL CHARGES. If any tax or

other governmental charge or fee shall become payable by or on behalf of the

Depositary with respect to (i) any Receipt, (ii) the Depositary Shares evidenced

by such Receipt, (iii) the Stock (or fractional interest therein) or other

property represented by such Depositary Shares, or (iv) any transaction referred

to in Section 4.6, such tax (including transfer, issuance or acquisition taxes,

if any) or governmental charge or fee shall be payable by the holder of such

Receipt, who shall pay the amount thereof to the Depositary. Until such payment

is made, registration or transfer of any Receipt or any split-up or combination

thereof or any withdrawal of the Stock or money or other property, if any,

represented by the Depositary Shares evidenced by such Receipt or Receipts

delivered for surrender or the exercise of any conversion right referred to in

Section 2.10 may be refused, any dividend or other distribution may be withheld

and any part or all of the Stock or other property represented by the Depositary

Shares evidenced by such Receipt may be sold for the account of the holder

thereof (after attempting by reasonable means to notify such holder prior to

such sale). Any dividend or other distribution so withheld and the proceeds of

any such sale may be applied to any payment of such tax or other governmental

charge or fee, the holder of such Receipt remaining liable for any deficiency.

SECTION 3.3 WITHHOLDING. The Depositary shall act as the tax withholding

agent for any payments, distributions made with respect to the Depositary Shares

and Receipts, and the Stock. The Depositary shall be responsible with respect to

the Depositary Shares, Receipts and Stock for the timely (i) collection and

deposit of any required withholding or backup withholding tax, and (ii) filing

of any information returns or other documents with federal (and other

applicable) taxing authorities.

SECTION 3.4 REPRESENTATIONS AND 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 and that the person making such

<PAGE>

deposit is duly authorized to do so. Such representations and warranties shall

survive the deposit of the Stock and the issuance of Receipts therefor.

ARTICLE IV

THE STOCK, NOTICES

SECTION 4.1 CASH DISTRIBUTIONS. Whenever the Depositary shall receive any

cash dividend or other cash distribution on the Stock (other than cash dividends

or cash distributions paid by the Company in lieu of fractional shares or other

fractional interests in the Company's common stock or other securities otherwise

deliverable by the Company in accordance with the applicable Certificate of

Designation), the Depositary shall, subject to Section 3.2, distribute to record

holders of Receipts on the record date fixed pursuant to Section 4.4 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 by law 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 holder 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 4.2 DISTRIBUTIONS OTHER THAN CASH. Whenever the Depositary shall

receive any distribution other than cash, rights, preferences or privileges upon

the Stock, the Depositary shall, subject to Section 3.2, distribute to record

holders of Receipts on the record date fixed pursuant to Section 4.4 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 h

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