Common use of Distributions Other Than Cash Clause in Contracts

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at the direction of the Company shall adopt such method as the Company deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on cash, upon the Stock, the Depositary shall, subject to Sections 3.01 and 3.02Section 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company tax withholding or the Depositary withhold an amount an account of taxes) securities law requirement), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stock, the Depositary shall, subject to Sections 3.01 and Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933 or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on cash, rights, preferences or privileges upon the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company tax withholding or the Depositary withhold an amount an account of taxes) securities law requirement), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charge) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereofhereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933 or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 2.09, 3.01, 3.02 and 3.023.04, distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 2.09, 3.01, 3.02 and 3.023.04, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933 or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stockwith respect to Shares, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders Record Holders of Receipts on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders Record Holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary ----------------------------- shall receive any distribution other than cash on with respect to the Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private saleprivate) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash shall be made on the Stock, the Company, on behalf of the Depositary (or, if the Company determines otherwise, the Depositary), shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Adjustable Rate Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) taxes or as otherwise required pursuant to law, regulation or court process), the Depositary deems, after consultation with the Company, Company deems such distribution not to be feasible, the Depositary at the direction Company on behalf of the Depositary (or, if the Company shall determines otherwise, the Depositary) may adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Company on behalf of the Depositary (or, if the Company determines otherwise, the Depositary) to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash. SECTION 4.03.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Preferred Stock, the Depositary shall, subject to Sections 3.01 and 3.02Section 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 4.4 such amounts portions of the securities or property received by it as are, as nearly as practicable, in proportion proportionate to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Company after consultation with the Depositary, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or as otherwise required by law, regulation or court order) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the deposited Preferred Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary and the Company such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) the Depositary Company deems, after consultation with the CompanyDepositary, such distribution not to be feasible, the Depositary at may, in consultation with and upon the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) by the Company of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallshall be, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at the direction directions of the Company shall adopt such method as the Company deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, promptly distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction written approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charge) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933 or do not need to be registered.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to the record holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The proper the net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts Depositary Shares as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel stating that such securities have been registered under the Securities Act of 1933 or that such registration is not required.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stockthe deposited Preferred Shares, other than pursuant to Section 2.06 or 2.07 hereof, the Depositary shall, subject to Sections 3.01 and 3.023.02 hereof, distribute to record Record holders of Receipts on the record date fixed pursuant to Section 4.04 Record Date such amounts of the securities or property received by it as are, as nearly as may be practicable, in proportion to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holders. If, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record Record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem properin a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 3.01, 3.02 and 3.024.10 hereof, be distributed or made available for distribution, as the case may be, by the Depositary to record Record holders of Receipts as provided by Section 4.01 hereof in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on upon the Preferred Stock, which distribution the Depositary shall hold in trust for the benefit of the holders of Receipts, the Depositary shallshall distribute, subject to Sections 3.01 and 3.02, distribute to each record holders holder of Receipts on the record date fixed pursuant to Section 4.04 4.04, such amounts amount of the securities or other property received by it as are, as nearly as practicable, is in proportion to the respective numbers number of outstanding Depositary Shares evidenced by the Receipts held by such holdersholder, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such the record holdersholders of Receipts entitled thereto, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) the Depositary deems, after consultation with the Company, deems such distribution not to be feasible, the Depositary at may, with the direction prior approval in writing of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or other property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, shall be distributed or made available for distribution, as the case may be, by the Depositary to record the holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 and Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Company after consultation with the Depositary, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) taxes or as otherwise required by law, regulation or court order), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stockupon the Deposited Securities, the Depositary shall, shall (subject to Sections 3.01 and 3.02, distribute to record holders the provisions of Receipts on Section 4.03) cause the record date fixed pursuant to Section 4.04 such amounts of the securities Securities or property received by it as are, as nearly as practicableto be distributed to the record holders of Receipts entitled thereto, in proportion to the respective numbers number of American Depositary Shares evidenced by the Receipts held by such holdersthem respectively, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such proportionate distribution cannot be made proportionately among such the record holders, holders of Receipts entitled thereto or if for any other reason (including any requirement that the Company Hitachi or the Depositary withhold an amount an on account of taxes) the Depositary deems, after consultation with the Company, deems such distribution not to be feasiblefeasible as a whole or in part, the Depositary at the direction of the Company shall may adopt such method as the Company deems it may deem equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallsale, subject reduced by any amount withheld on account of taxes with respect to Sections 3.01 and 3.02such distribution, shall be distributed or made available for distribution, as the case may be, by the Depositary to the record holders of Receipts entitled thereto as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on with respect to the Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private saleprivate) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act or do not need to be registered.

Distributions Other Than Cash. Whenever the ----------------------------- Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 and 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes and governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary ----------------------------- shall receive any property (including securities) for distribution in a form other than cash on with respect to the Stock, the Depositary shall, subject to Sections 3.01 and Section 3.02, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as areamounts, as nearly as practicable, in proportion of such property (including securities) received by it as are applicable to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Depositary, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or as otherwise required by law, regulation or court order) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem properin a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 and Section 3.02, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by in accordance with the provisions of Section 4.01 in the case of for a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash shall be made on the Stock, the Company, on behalf of the Depositary shall(or, if the Company determines otherwise, the Depositary), will, subject to Sections 3.01 and 3.02, distribute the provisions of the Deposit Agreement make such distribution to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts of the securities or property received by it as are, as nearly as practicable, practicable in proportion to the respective numbers of Depositary Shares evidenced by the Receipts held by such holders, in any manner that the Depositary Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) taxes or as otherwise required pursuant to law, regulation or court process), the Depositary deems, after consultation with the Company, Company deems such distribution not to be feasible, the Depositary at the direction Company on behalf of the Depositary (or, if the Company shall determines otherwise, the Depositary) may adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shallwill, subject to Sections 3.01 and 3.02the provisions of the Deposit Agreement, be distributed or made available for distribution, as the case may be, by the Company on behalf of the Depositary (or, if the Company determines otherwise, the Depositary) to record holders of Receipts as provided by Section 4.01 the Deposit Agreement in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on cash, upon the Stock, the Depositary shall, subject to Sections 3.01 and 3.02Section 3.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary and the Company may deem equitable and practicable for accomplishing such distribution. If If, in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company tax withholding or securities law requirement), the Depositary withhold an amount an account of taxes) the Depositary 10NEXT PAGE deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02Section 3.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on Stockthe deposited Preferred Shares, other than pursuant to Section 2.06 or 2.07 hereof, the Depositary shall, subject to Sections 3.01 and 3.023.02 hereof, distribute to record Record holders of Receipts on the record date fixed pursuant to Section 4.04 Record Date such amounts of the securities or property received by it as are, as nearly as may be practicable, in proportion to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holders. If, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary after consultation with the Company, such distribution cannot be made proportionately among such record Record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) ), the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem properin a commercially reasonable manner. The net proceeds of any such sale shall, subject to Sections 3.01 3.01, 3.02 and 3.024.09 hereof, be distributed or made available for distribution, as the case may be, by the Depositary to record Record holders of Receipts as provided by Section 4.01 hereof in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders the Record Holders of Receipts the Depositary Shares on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall[, subject to Sections 3.01 3.1 and 3.02, 3.2,] be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes and governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders of Receipts as provided by Section 4.01 4.1 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall ----------------------------- receive any distribution other than cash on Stockcash, rights, preferences, or privileges upon the Cumulative Preferred Stock or a distribution to which Section 3.08 is applicable, the Depositary shall, subject to Sections 3.01 and 3.02, shall distribute to record holders of Receipts on the record date fixed pursuant to Section 4.04 such amounts amount of the securities or property received by it as areit, subject to Section 2.10, to the record holders of Depositary Shares entitled thereto on the record date as nearly as practicable, practicable in proportion to the respective numbers number of Depositary Shares evidenced by the Receipts held by such holdersthem, in any manner that the Depositary Company may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary Company such distribution cannot be made proportionately among such the record holdersholders of Depositary Shares entitled thereto, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxes) the Depositary deems, after consultation with the Company, Company deems such distribution not to be feasible, the Company may require the Depositary at the direction of the Company shall to adopt such method as the Company deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 and 3.02Section 2.10, be distributed or made available for distribution, as the case may be, by the Depositary to the record holders of Receipts Depositary Shares entitled thereto, as provided by Section 4.01 in section 3.01 in the case of a distribution received in cash.

Distributions Other Than Cash. Whenever the Depositary shall receive any distribution other than cash on the Stock, the Depositary shall, subject to Sections 3.01 3.1 and 3.023.2, promptly distribute to record holders the Record Holders of Receipts Depositary Shares on the record date fixed pursuant to Section 4.04 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 holders, in any manner that the Depositary may deem equitable and practicable for accomplishing such distribution. If in the opinion of the Depositary such distribution cannot be made proportionately among such record holdersRecord Holders, or if for any other reason (including any requirement that the Company or the Depositary withhold an amount an on account of taxestaxes or governmental charges) the Depositary deems, after consultation with the Company, such distribution not to be feasible, the Depositary at may, with the direction written approval of the Company shall Company, adopt such method as the Company it deems equitable and practicable for the purpose of effecting such distribution, including the sale (at public or private sale) of the securities or property thus received, or any part thereof, at such place or places and upon such terms as it may deem proper. The net proceeds of any such sale shall, subject to Sections 3.01 3.1 and 3.023.2, be distributed or made available for distribution, as the case may be, by the Depositary to record holders the Record Holders of Receipts Depositary Shares entitled thereto as provided by Section 4.01 4.1 in the case of a distribution received in cash. The Company shall not make any distribution of such securities unless the Company shall have provided an opinion of counsel to the effect that such securities have been registered under the Securities Act of 1933, as amended (the "1933 Act"), or do not need to be so registered.