<PAGE>
Exhibit (4)(a)
DEPOSIT AGREEMENT
AMONG
M&T BANK CORPORATION
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Depositary
and the Holders from time to time of
the Depository Receipts described herein
Dated as of _________ ___, _____
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TABLE OF CONTENTS
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ARTICLE I -
DEFINITIONS..................................................................
1
SECTION 1.1.
Definitions..............................................
1
ARTICLE II - FORM OF RECEIPTS;
DEPOSIT OF STOCK;
EXECUTION AND DELIVERY, TRANSFER,
SURRENDER AND REDEMPTION OF
RECEIPTS.........................................
2
SECTION 2.1.
[Book-Entry Form;] 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 of Stock......................................
5
SECTION 2.4.
Registration of Transfer of Receipts.....................
7
SECTION 2.5.
Split-Ups and Combinations of Receipts;
Surrender of Receipts and Withdrawal
of Stock.................................................
7
SECTION 2.6.
Limitations on Execution and Delivery,
Transfer, Surrender and Exchange of Receipts.............
8
SECTION 2.7.
Lost Receipts, Etc.......................................
9
SECTION 2.8.
Cancellation and Destruction of
Surrendered Receipts.....................................
9
SECTION 2.9.
Interchangeability of Book-Entry Receipts
and Receipts in Physical, Certificate Form...............
9
SECTION 2.10.
Stock Purchase Plans.....................................
10
ARTICLE III - CERTAIN OBLIGATIONS OF
THE 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..................................................
11
SECTION 3.3.
Warranty as to Stock.....................................
11
SECTION 3.4.
Warranty as to Receipts..................................
11
ARTICLE IV - THE DEPOSITED
SECURITIES; NOTICES............................................
11
SECTION 4.1.
Cash Distributions.......................................
11
SECTION 4.2.
Distributions Other Than Cash............................
12
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TABLE OF CONTENTS (CONT'D)
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SECTION 4.3.
Subscription Rights, Preferences or
Privileges...............................................
12
SECTION 4.4.
Notice of Dividends, Etc.; Fixing of
Record Date for Holders of Receipts......................
13
SECTION 4.5.
Voting Rights............................................
14
SECTION 4.6.
Changes Affecting Deposited Securities and
Reclassifications, Recapitalizations, Etc................
14
SECTION 4.7.
Inspection of Reports....................................
15
SECTION 4.8.
List of Receipt Holders..................................
15
ARTICLE V - THE DEPOSITARY, THE
DEPOSITARY'S AGENTS,
THE REGISTRAR AND THE
COMPANY................................................
15
SECTION 5.1.
Maintenance of Offices, Agencies and
Transfer Books by the Depositary;
Registrar................................................
15
SECTION 5.2.
Prevention of or Delay in Performance by
the Depositary, the Depositary's Agents, the
Registrar or the Company.................................
16
SECTION 5.3.
Obligations of the Depositary, the
Depositary's Agents, the Registrar and
the Company..............................................
17
SECTION 5.4.
Resignation and Removal of the
Depositary: Appointment of Successor
Depositary...............................................
17
SECTION 5.5.
Corporate Notices and Reports............................
18
SECTION 5.6.
Indemnification by the
Company........................... 19
SECTION 5.7.
Charges and Expenses.....................................
19
ARTICLE VI - AMENDMENT AND
TERMINATION....................................................
19
SECTION 6.1.
Amendment................................................
19
SECTION 6.2.
Termination..............................................
20
ARTICLE VII -
MISCELLANEOUS................................................................
21
SECTION 7.1.
Counterparts.............................................
21
SECTION 7.2.
Exclusive Benefit of Parties.............................
21
SECTION 7.3.
Invalidity of Provisions.................................
21
SECTION 7.4.
Notices..................................................
21
SECTION 7.5.
Depositary's Agents......................................
22
SECTION 7.6.
Holders of Receipts Are Parties..........................
22
SECTION 7.7.
Governing Law............................................
22
SECTION 7.8.
Inspection of Deposit Agreement..........................
22
SECTION 7.9.
Headings.................................................
23
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DEPOSIT AGREEMENT
DEPOSIT AGREEMENT, dated as of ______ __, ____ among M&T
BANK
CORPORATION, a New York corporation,
MANUFACTURERS AND TRADERS TRUST COMPANY , a
New York banking corporation, as
Depositary, and the holders from time to time
of the Receipts described herein.
WITNESSETH
WHEREAS, it is desired to provide, as hereinafter set forth in
this
Deposit Agreement, for the deposit of
shares of Series __ [__%] Preferred Stock,
par value $1.00 per share, of M&T Bank
Corporation with the Depositary (as
hereinafter defined) for the purposes set
forth in this Deposit Agreement and
for the issuance hereunder of Receipts (as
hereinafter defined) by the
Depositary evidencing Depositary Shares in
respect of the Stock (as hereinafter
defined) so deposited;
NOW, THEREFORE, in consideration of the premises contained herein
and
such other good and valuable consideration,
receipt of which is hereby
acknowledged, the parties hereto agree as
follows:
ARTICLE I
DEFINITIONS
SECTION 1.1. Definitions.
The following definitions shall for all purposes, unless
otherwise
indicated, apply to the respective terms
used in this Deposit Agreement and the
Receipts:
"Certificate of Designation" shall mean the certificate of
designation
to the Restated Certificate of
Incorporation, as amended, of the Company filed
with the Secretary of State of the State of
New York establishing the Stock as a
series of preferred stock of the
Company.
"Company" shall mean M&T Bank Corporation, a New York
corporation, and
its successors.
"Deposit Agreement" shall mean this Deposit Agreement, as amended
or
supplemented from time to time in
accordance with the terms hereof.
"Depositary" shall mean Manufacturers and Traders Trust Company, a
New
York banking corporation, and any successor
Depositary hereunder.
"Depositary Shares" shall mean the Depositary Shares, each
representing
a one-________ (1/__th) interest in a share
of Stock and which shall be
evidenced by Receipts.
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"Depositary's Agent" shall mean an agent appointed by the
Depositary
pursuant to Section 7.5.
"Depositary's Office" shall mean the principal office of the
Depositary
at which at any particular time its
depositary business shall be administered.
"Receipt" shall mean one of the depositary receipts, whether in
definitive or temporary form, issued
hereunder by the Depositary, each
representing any number of whole Depositary
Shares. [If Receipts are to be
issued in Book-Entry Form: If the context
so requires, the term "Receipt" shall
be deemed to include the DTC Receipt (as
defined in Section 2.1 hereof).]
"record holder" with respect to a Receipt
shall mean the individual, entity or
person in whose name a Receipt is
registered on the books of the Depositary or
any register of any Registrar maintained
for such purpose at a given time.
"Registrar" shall mean any bank or trust company which shall be
appointed by the Depositary to register
ownership and transfers of Receipts as
herein provided and which may include the
Depositary.
"Securities Act" shall mean the Securities Act of 1933, as
amended.
"Stock" shall mean shares of the Company's Series __ [___%]
Preferred
Stock, par value $1.00 per share.
ARTICLE II
FORM OF RECEIPTS; DEPOSIT OF STOCK; EXECUTION AND
DELIVERY, TRANSFER, SURRENDER AND REDEMPTION OF RECEIPTS
[Use bracketed portions only if Receipts
are to be issued in Book-Entry Form]
Section 2.1. [Book-Entry Form;] Form and Transfer of Receipts.
(a) [[All] [A portion] of the Receipts shall initially be
represented
by one or more global receipts
(collectively, the "DTC Receipt") deposited with
The Depository Trust Company ("DTC") and
registered in the name of [Cede & Co.],
a nominee of DTC. The Depositary, or such
other entity as is agreed to by DTC,
may hold the DTC Receipt as custodian for
DTC. So long as the Receipts are
eligible for book-entry settlement with
DTC, except as provided for in Section
2.9 hereof, no person acquiring Depositary
Shares traded on any securities
exchange with book-entry settlement through
DTC shall receive or be entitled to
receive physical delivery of the Receipts
evidencing such Depositary Shares.
Ownership of beneficial interests in the
DTC Receipt shall be shown on, and the
transfer of such ownership shall be
effected through, records maintained by (i)
DTC or its nominee for such DTC Receipt, or
(ii) institutions that have accounts
with DTC.]
(b) [If DTC subsequently ceases to make its book-entry
settlement
system available for the Receipts, the
Company may instruct the Depositary
regarding making
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other arrangements for book-entry
settlement. In the event that the Receipts are
not eligible for, or it is no longer
necessary to have the Receipts available
in, book-entry form, the Depositary shall
provide written instructions to DTC to
deliver to the Depositary for cancellation
the DTC Receipt, and the Company
shall instruct the Depositary to deliver to
the beneficial owners of the
Depositary Shares previously evidenced by
the DTC Receipt definitive receipts in
physical form evidencing such Depositary
Shares. Such definitive Receipts shall
be in the form annexed hereto as Exhibit A
with appropriate insertions,
modifications and omissions, as hereafter
provided.]
(c) The beneficial owners of Depositary Shares shall [, except
as
stated above with respect to Depositary
Shares in book-entry form represented by
the DTC Receipt,] be entitled to receive
Receipts in physical, certificated form
as herein provided.
(d) [The Receipts may be typewritten in the case of the DTC
Receipts
and otherwise shall, upon notice by the
Company to the Depositary, be definitive
Receipts.] Definitive Receipts shall be
engraved or printed or lithographed on
steel-engraved borders and shall be
substantially in the form annexed hereto as
Exhibit A, with appropriate insertions,
modifications and omissions, as
hereinafter provided. [If Receipts are to
be issued in Book-Entry Form: The DTC
Receipt shall bear such legend or legends
as may be required by DTC in order for
it to accept the Depositary Shares for its
book-entry settlement system.]
Pending the preparation of definitive
Receipts, the Depositary, upon the written
order of the Company [If shares of Stock
may be deposited by holders thereof: or
any holder of Stock, as the case may be,]
delivered in compliance with Section
2.2, shall execute and deliver temporary
Receipts which shall be 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 Depositary's
Office, 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
registered in the name (and only the
name) of the holder of the temporary
Receipt. Such exchange shall be made at the
Company's expense and without any charge
therefor to the holder. 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.
(e) Receipts shall be executed by the Depositary by the manual
signature of a duly authorized officer of
the Depositary; provided, that such
signature may be a facsimile if a Registrar
for the Receipts (other than the
Depositary) shall have been appointed and
such Receipts are countersigned by
manual signature of a duly authorized
officer of the Registrar. No Receipt shall
be entitled to any benefits under this
Deposit Agreement or be valid or
obligatory for any purpose unless it shall
have been executed manually by a duly
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authorized officer of the Depositary or, if
a Registrar for the Receipts (other
than the Depositary) shall have been
appointed, by facsimile signature of a duly
authorized officer of the Depositary and
countersigned manually by a duly
authorized officer of such Registrar. The
Depositary shall record on its books
each Receipt so signed and delivered as
hereinafter provided. Receipts bearing
the manual or facsimile signatures of
individuals who were at any time proper
officers of the Depositary or the
Registrar, as the case may be, shall
constitute adequate signatures hereunder,
notwithstanding that such individuals
or any of them have ceased to hold such
offices prior to the delivery of such
Receipts or did not hold such offices on
the date of delivery of such Receipts.
Receipts shall be in denominations of any
number of whole Depositary Shares.
(f) 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 and approved by
the Company or required to comply with any
applicable law or regulation or with
the rules and regulations of any securities
exchange upon which the 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 Receipts are
subject.
(g) [Subject to any limitations set forth in a Receipt or in
this
Deposit Agreement,] Title to Depositary
Shares evidenced by a Receipt which is
properly endorsed, or accompanied by a
properly executed instrument of transfer,
shall be transferable by delivery of such
Receipt with the same effect as if
such Receipt were a negotiable instrument;
provided, however, that until
transfer of a Receipt shall be registered
on the books of the Registrar, on
behalf of the Depositary, as provided in
Section 2.4, the Depositary may,
notwithstanding any notice to the contrary,
treat the record holder as the
absolute owner thereof for the purpose of
determining the person entitled to
distributions of dividends or other
distributions with respect to the Stock[,
the exchange of Depositary Shares for
Stock, the right to exchange Receipts
pursuant to Section 2.9] or to any notice
provided for in this Deposit Agreement
and for all other purposes.
The Depositary shall not lend any Stock
deposited hereunder.
Section 2.2. Deposit of Stock; Execution and Delivery of Receipts
in
Respect Thereof.
(a) Subject to the terms and conditions of this Deposit Agreement,
the
Company [If shares of Stock may be
deposited by holders thereof: or any holder
of Stock] may from time to time deposit
shares of Stock with the Depositary
under this Deposit Agreement by delivery to
the Depositary of a certificate or
certificates representing the Stock to be
deposited. Such certificate or
certificates representing the Stock shall
be properly endorsed or accompanied,
if required by the Depositary, 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
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provisions of this Deposit Agreement, and
together with a written order of the
Company [If shares of Stock may be
deposited by holders thereof: 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
named in such order, a Receipt or
Receipts evidencing in the aggregate the
number of Depositary Shares
representing such deposited Stock.
(b) All Stock deposited by the Company [If shares of Stock may
be
deposited by holders thereof: or any holder
of Stock, as the case may be,] with
the Depositary shall be held by the
Depositary at the Depositary's Office or at
such other place or places as the
Depositary shall determine.
(c) Upon receipt by the Depositary of a certificate or
certificates
representing Stock deposited, with the
Depositary by the Company [If shares of
Stock may be deposited by holders thereof:
or any holder of Stock, as the case
may be,] in accordance with the provisions
of this Section, together with the
other documents required as above
specified, and upon recordation of the Stock
so deposited on the books of the Company in
the name of the Depositary, the
Depositary shall execute and deliver, to
the person or persons named in the
written order delivered to the Depositary,
a Receipt or Receipts, evidencing in
the aggregate the number of Depositary
Shares relating to the Stock so
deposited. Such Receipt or Receipts shall
be registered by the Depositary or the
Registrar in such name or names as may be
requested by the person or persons
named in the written order. The Depositary
shall execute and deliver such
Receipts at the Depositary's Office or such
other offices, if any, as such
person may designate. Delivery at other
offices shall be at the risk and expense
of the person requesting such delivery. [If
Receipts are to be issued in
Book-Entry Form: The DTC Receipt shall
provide that it shall evidence the
aggregate amount of Depositary Shares from
time to time indicated in the records
of the Depositary and that the aggregate
amount of Depositary Shares evidenced
thereby may from time to time be increased
or decreased by making adjustments on
such records of the Depositary.]
(d) Other than in the case of splits, combinations or other
reclassifications affecting the Stock, or
in the case of dividends or other
distributions of Stock, if any, there shall
be deposited with the Depositary
hereunder not more than ______ shares of
Stock.
Section 2.3. Redemption of Stock.
(a) Whenever the Company shall elect to redeem shares of Stock
in
accordance with the provisions of the
Amendment, it shall (unless otherwise
agreed in writing with the Depositary) mail
notice to the Depositary of such
redemption, by first class mail, postage
prepaid, not less than 40 nor more than
70 days prior to the date fixed for the
redemption of Stock in accordance with
the provisions of the Amendment. On the
date of such redemption, provided that
the Company shall then have paid in full to
the Depositary the redemption price
required pursuant to the Amendment relating
to the Stock to be redeemed, the
Depositary shall redeem the Depositary
Shares relating to such Stock. The
Depositary shall mail notice of such
redemption, and the simultaneous
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redemption of the number of Depositary
Shares relating to the Stock to be
redeemed, by first-class mail, postage
prepaid, not less than 30 and not more
than 60 days prior to the date fixed for
redemption of such Stock and Depositary
Shares (the "Redemption Date"), to the
record holders of the Receipts evidencing
the Depositary Shares to be so redeemed on
the record date fixed pursuant to
Section 4.4 hereof, at the addresses of
such holders as they appear on the
records of the Depositary; provided,
however, that neither failure to mail any
such notice to one or more such holders nor
any defect in any notice or in the
mailing thereof to one or more such holders
shall affect the validity of the
proceedings for redemption of any
Depositary Shares as to other holders. Each
such notice of redemption shall state: (i)
the Redemption Date; (ii) the number
of Depositary Shares to be redeemed and, if
less than all the Depositary Shares
held by any such holder are to be redeemed,
the number of such Depositary Shares
held by such holder to be so redeemed and
the method by which the Depositary
Shares will be chosen for redemption; (iii)
the redemption price (including
cumulative dividends to the Redemption
Date); (iv) the place or places where
Receipts evidencing Depositary Shares are
to be surrendered for payment of the
redemption price; (v) that dividends in
respect of the Stock to be redeemed,
which are represented by the Depositary
Shares to be redeemed, will cease to
accrue at the close of business on such
Redemption Date and (vi) if a date other
than the Redemption Date, the date from and
after which the Stock and Depositary
Shares shall no longer be deemed to be
outstanding. In case less than all the
outstanding Depositary Shares are to be
redeemed, the Depositary Shares to be so
redeemed shall be selected by lot or pro
rata as may be determined by the
Company.
(b) Notice having been mailed by the Depositary as aforesaid, from
and
after (i) the Redemption Date (unless the
Company shall have failed to redeem
the shares of Stock to be redeemed by it as
set forth in the Company's notice
provided for in the preceding paragraph),
or (ii) such earlier date (if
applicable) upon which the Company deposits
the Redemption Price with the paying
agent for the holders of the Stock
(regardless of whether such shares are
actually surrendered for cancellation), all
dividends in respect of the shares
of Stock so called for redemption shall
cease to accrue, the Depositary Shares
being redeemed from such proceeds shall be
deemed no longer to be outstanding,
all rights of the holders of Receipts
evidencing such Depositary Shares (except
the right to receive the redemption price)
shall, to the extent of such
Depositary Shares, cease and terminate and,
upon surrender in accordance with
such notice of the Receipts evidencing any
such Depositary Shares called for
redemption (properly endorsed or assigned
for transfer, if the Depositary shall
so require), such Depositary Shares shall
be redeemed by the Depositary at a
redemption price per Depositary Share equal
to 1/__th of the redemption price
per share paid in respect of the shares of
Stock plus all money and other
property, if any, underlying such
Depositary Shares, including all amounts paid
by the Company in respect of dividends
which on the Redemption Date have accrued
on the shares of Stock to be so redeemed
and have not theretofore been paid.
(c) If less than all 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,
together with the payment of the
redemption price, a new Receipt
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evidencing such number of Depositary Shares
as were evidenced by such prior
Receipt and not called for redemption;
provided, however, that such replacement
Receipt shall be issued only in
denominations of whole Depositary Shares and
cash will be payable in respect of
fractional interests.
Section 2.4. Registration of Transfer of Receipts.
Subject to the terms and conditions of this Deposit Agreement,
the
Registrar, on behalf of the Depositary,
shall register on its books transfers of
Receipts from time to time upon notice to
the Registrar by the Depositary of the
surrender of a Receipt for transfer by the
holder in person or by duly
authorized attorney, which Receipt in each
case must be properly endorsed or
accompanied by a properly executed
instrument of transfer. Upon surrender of a
properly endorsed Receipt or Receipt
accompanied by an instrument of transfer,
the Depositary shall execute a new Receipt
or Receipts evidencing the same
aggregate number of Depositary Shares as
those evidenced by the Receipt or
Receipts surrendered and deliver such new
Receipt or Receipts to or upon the
order of the transferee named in the
endorsement or instrument of transfer.
Section 2.5. Split-Ups and Combinations of Receipts; Surrender
of
Receipts and Withdrawal of Stock.
(a) Upon surrender of a Receipt or Receipts at the Depositary's
Office
or at such other offices as it may
designate for the purpose of effecting a
split-up or combination of such Receipt or
Receipts, the Depositary shall
execute and deliver a new Receipt or
Receipts to the holder thereof or to such
holder's order in the denominations
requested, evidencing the aggregate number
of Depositary Shares evidenced by the
Receipt or Receipts surrendered. The
Depositary shall give prompt notice of such
action and the certificate numbers
to the Registrar for the purpose of
recording such split-up or consolidation.
(b) Unless the related Depositary Shares have previously been
called
for redemption, any holder of a Receipt or
Receipts representing any number of
whole shares of Stock (or such holder's
duly authorized attorney) may withdraw
the number of whole shares of Stock
underlying such Depositary Shares and all
money and other property, if any,
represented thereby by surrendering such
Receipt or Receipts at the Depositary's
Office or at such other offices as the
Depositary may designate for such
withdrawals. [If Receipts are to be issued in
Book-Entry Form: If such holder's
Depositary Shares are being held by DTC or its
nominee pursuant to Section 2.1, such
holder shall request, in accordance with
Section 2.9, withdrawal from the book-entry
system of the number of Depositary
Shares specified in the preceding
sentence.] Thereafter, without unreasonable
delay, the Depositary shall deliver to such
holder, or to the person or persons
designated by such holder as hereinafter
provided, the number of whole shares of
Stock and all money and other property, if
any, represented by the Receipt or
Receipts so surrendered for withdrawal, but
holders of such whole shares of
Stock will not thereafter be entitled to
deposit such Stock hereunder or to
receive Depositary Shares therefor. If the
Receipt or Receipts delivered by the
holder to the Depositary in connection with
such withdrawal
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shall evidence in the aggregate a number of
Depositary Shares in excess of the
number of Depositary Shares representing
the number of whole shares of Stock to
be so withdrawn, the Depositary shall at
the same time, in addition to such
number of whole shares of Stock and such
money and other property, if any, to be
so withdrawn, deliver to such holder, or
(subject to Sections 2.4 and 3.2) upon
his order, a new Receipt evidencing such
excess number of Depositary Shares.
Delivery of the Stock and the 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.
(c) Stock delivered pursuant to the preceding paragraph may be
endorsed
with or have incorporated in the text
thereof such legend or recitals or changes
not inconsistent with the provisions of
this Deposit Agreement as may be
required by the Depositary or required to
comply with any applicable law or any
regulation thereunder or with the rules and
regulations of any securities
exchange upon which the Stock may be listed
or to conform with any usage with
respect thereto, or to indicate any special
limitations or restrictions to which
any particular shares of Stock are
subject.
(d) If the Stock and the money and other property being withdrawn
are
to be delivered to a person or persons
other than the record holder of the
Receipt or Receipts being surrendered for
withdrawal of Stock, such holder shall
execute and deliver to the Depositary a
written order so directing the
Depositary and the Depositary may require
that the Receipt or Receipts
surrendered by such holder for withdrawal
of such shares of Stock be properly
endorsed in blank or accompanied by a
properly executed instrument of transfer
in blank.
(e) Delivery of the Stock and the money and other property, if
any,
represented by Receipts surrendered for
withdrawal shall be made by the
Depositary at the Depositary's Office,
except that, at the request, risk and
expense of the holder surrendering such
Receipt or Receipts and for the account
of the holder thereof, such delivery may be
made at such other place as may be
designated by such holder.
Section 2.6. Limitations on Execution and Delivery, Transfer,
Surrender
and Exchange of Receipts.
(a) As a condition precedent to the execution and delivery,
registration of transfer, split-up,
combination, surrender or exchange of any
Receipt, the Depositary, any of the
Depositary's Agents or the Company may
require payment to it of a sum sufficient
for the payment (or, in the event that
the Depositary or the Company shall have
made such payment, the reimbursement to
it) of any charges or expenses payable by
the holder of a Receipt pursuant to
Section 5.7, may require the production of
evidence satisfactory to it as to the
identity and genuineness of any signature
and may also require compliance with
the rules and regulations of any
governmental body, any stock exchange or any
applicable self regulatory body, including
without limitation, the National
Association of Securities Dealers, Inc.
(the "NASD") or such regulations, if
any, as the Depositary or the Company may
establish consistent with the
provisions of this Deposit Agreement.
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<PAGE>
(b) The [If shares of Stock may be deposited by holders
thereof:
deposit of Stock may be refused, the]
delivery of Receipts against Stock
deposited with the Depositary may be
suspended, the registration of transfer of
Receipts may be refused and the
registration of transfer, surrender or exchange
of outstanding Receipts may be sus
